The Huntsman From the Void
by Emiyn
Summary: There's always a what-if to a story... What if Ben didn't escape the Null Void in Ben 10 S2, and was instead thrown into a different scenario? Watch as this experience from the Null Void brings this young man into an alternate world, one where the world is full of mystery, danger, Grimm, and that the fact that every weapon...is also a gun. Ships have now sailed!
1. A Null Feeling Approaches!

Okay, I said that I was interested in a RWBY x Ben 10 Crossover, but I didn't think the temptation of writing one would come over so much that it would make the writing happen! Jesus why didn't I get into watching RWBY earlier. Well, I guess I had Volumes 1-4 to give me a taste before Volume 5 came out, and I already watched the crap out of it just now!

Soooooo, at the request of a certain user who's been wanting me to do one of these things, here we go! For those who may be unfamiliar with this introduction that's coming up, please refer to my other story's two introductory chapters; the ones from **The Null Fairy** , my Ben 10 and Fairy Tail Crossover!

So, with all of this out of the way, why don't we just get started with this new story?! Oh, and my next Null Fairy chapter'll be up by Wednesday, so a heads up for those who are viewing this from my Null Fairy pages!

And of course… I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading! I wonder when Volume 6 will come out.

* * *

 **Chapter 1:** _A Null Feeling Approaches…_

 **…**

The world of Remnant.

A world that seems to vastly resemble our own, in a way so to say. According to legend, this world was a creation from the work of two brothers. They were godly in nature, and were able to create life and land. Some say that it's the reason why life is pleasant, while at the same time…dark. But the tale of this land comes to a brief stand, as we journey slightly off, to a void… A Null Void.

 **…**

 **...**

Our current view takes place in an abrupt place of wonder. A void of red and black, or whichever color of despair seemed to float to one's mind, echoed upon its endless chasm. This, was the Null Void, a seemingly endless alternate dimension that lies within the boundaries of space and time.

The landscape of this location was mostly accompanied by said space, and what appeared to be floating rocks or asteroids that were unearthly in nature, well due to their strange shapes no doubt. But it's the denizens of this space that we are currently interested in. A piece of advice, for those who wish to now.

The Null Void was discovered, as no sane individual would ever think of coming to live in such a place. A race of technologically advance beings called the Galvan discovered the area via their experiments with technology. The eerie place was perfect for a certain thing they thought; and that thought was: a prison. A prison for the likes of other criminals and other trouble makers that existed in the universe that the Galvan inhabited along with the other denizens of the vast galaxies of their home turf.

Prisoners were sent and dislocated to this churn of a place. While some are intentionally sent there for reasons that we'd probably wouldn't like to know, naturally, there's a chance that a bystander or innocent individual may lay waste to this heap. And so our attention drives to…just that.

* * *

 **…**

Our attention spans down to a certain floating rock in the Null Void. One of its many denizens seemed to be a happy mood, and the only things that may make you happy in this unpleasant place, is the opportunity to feed, or the opportunity to _escape._

Rare as it seems, our protagonist is actually human. Sporting a dim gray shirt with black stripes, olive green cargo pants with black stripes running down towards the bottom, and grey and black sneakers. His skin was a bit pale, and his body was slim. And to finish it off, he had shaggy brown hair, which contrasted his emerald green eyes.

While his appearance may have been normal for a typical twelve year old, what distinguished him was a certain device that was clamped onto his left wrist, an object that bore a resemble to a large wristwatch.

This piece of technology was called the Omnitrix, a device that granted to wearer the ability to transform into various extraterrestrial lifeforms via manipulation of a genetic sample, each with their natural abilities; meaning strengths, reflexes, instinct, as well as weaknesses.

The Omnitrix itself bore a resemblance to a large wristwatch as said previously. It was primarily black and grey in color, with a large black dial in the middle that resembled a watch face. Said dial had a green hourglass shape. Two white lines extended around it, and two emerald green buttons were located on both six and twelve o'clock locations.

The youth walks out from a cave, which had recently collapsed due to an explosion of some sort. With a smile on his face, as he walked to an empty plain on the rock, he dug into his pocket. Revealing a handheld launcher that had held a bluish cube, he shot it out towards the ground. As it collided onto the floor, it expanded, and eventually revealed a large black and green generator and gate as it shrunk back.

Picking the cube up and attaching it back onto the launcher, the green eyed youth starts to walk towards his machine. Pressing a button, a small terminal popped out, and he began to input some code into it. What he was not aware of however, was that a figure lurk in the shadows behind a piece of nearby rock.

A few moments later, he finishes his typing up and walked towards the gate. Opening a hatch, he then pulled on a lever. As he did so, the gate start to spark with red strikes of electricity, and in a moment, a small vortex began to grow in size. His eyes widened in wonder as his smile turned to a grin.

"Yes, finally! Freedom at last!" He shouted. Punching the air in response, the figure then walked out.

" _Yeah, for me,_ Ben." The figure said, now sounding like an adult male's. Ben gasps and turns around, only for his eyes to widen once more, this time in surprise. Garnering a good look at this person, his eyes narrowed to a glare.

"You… you're Phil, Grandpa's old Plumber partner. What are you doing here…?" He asked with suspicion in his voice. Phil gruffed.

"Isn't that obvious? I've been surviving here in the Null Void just like you, ever since you and your wretched cousin trapped me here." He responds with sarcasm. "When I saw that you battle Vilgax and his lackey, I knew that you were going to find a way to get out of here."

Glancing at the Omnitrix, Ben snorts. _'He saw me fighting Vilgax and Kevin, and didn't even bother to help? Typical.'_

"So, what do you want…?" Ben questions the former Plumber once more. Phil points at the vortex gate.

"To get out of this place of course! But…now that I remember, since it _was_ you and your cousin that trapped me here in the first place… I'll propose something."

Ben stepped back. "And? What is it?"

Grinning, Phil pulls out a blaster from a holster on his right leg and aims it at him. "I get to use that portal, and you get to live." Ben growled.

"Fat chance! It's your own fault! You exploited that Null Void projector, so you belong here Phil." He responds. Phil growls.

"Then I'll have to put you down first!" He yells as he shoots a shot at him.

Dodging by rolling to the left, Ben stumbles as Phil begins to make a dash towards him, bringing out a pole in an attempt to smack it into him. As Ben's motion stopped, he tries to press the buttons on the Omnitrix, but was forced to maneuver out of the way once more. Phil grins savagely as Ben jumps back.

"You can't use that watch of yours if I don't give you a chance to do so!" He proclaims as he runs towards him again. Expecting a look of despair on his face, Phil was instead given a smirk by Ben.

"Who said I had to use the Omnitrix _manually_?" He questioned. As he says that, the hourglass on the Omnitrix dial flashes green, enveloping Ben in a green light. Phil blocks his eyes for a second.

As it faded away, Phil opens his eyes to see Ben replaced by an alien resembling a blue monkey, only that this monkey had four arms and eyes. It wore a coat of blue fur, and his skin was dark blue in color. His eyes were green, and he had a tail with two white stripes at the end. The Omnitrix was now located on his chest, now colored in a black and white tone as a dial.

"Let's go Philly! I'll show you why this form's called **Spidermonkey**!" The monkey alien taunted. Phil merely grunted as he dashed forward.

"Show me then, ya smart alec!" He yells back. Grinning, Spidermonkey brings his tail up.

From the tip, his tail aimed at the older man, spewing out strings of webbing. Phil's eyes widen as the substance is splattered against him, and ends up tying him up. Falling onto his back, he shakes about in an attempt to break free.

"Ha! Guess that's the _webbing_ on the cake! Ha, get it? Icing, _webbing_!" Spidermonkey joked as he scratched an armpit. This only served to anger Phil more, who quickly broke free from his white prison.

"TENNYSON!" He shouted. Spidermonkey was a bit surprised by his sudden breaking, and was barely able to dodge his next swing by jumping above him. Somersaulting onto the floor, the moment he landed, a loud clang was heard.

Darting his head back, his jaw dropped. He didn't notice that he was standing right in front of the generator, and as a result of the blunt damage, the gate's energy started to phase out of control. Spidermonkey curses under his breath as he turns to Phil.

"Look what ya did, doofus! You broke the generator, so none of us will be able to go back home!" He retorts a little exaggeratedly. Phil shrugs.

"Aw, well too bad then. Even if I can't get back to Earth, if I can take you out, it'll be all worth it!" He says as he cracks his neck. Spidermonkey chimps out a little.

"Gaa! Fine, you want to play that way Phil?! Then come on!" He yells as he slaps the Omnitrix dial.

Engulfing himself in another flash of green, this time a humanoid creature made of green crystals replaced him. Having yellow eyes, four shards of crystal protruded from his back, with one coming out from the back of his head. He wore a half patched uniform of grey and black, with the Omnitrix symbol located on his upper left chest.

Phil spins his pole. "Hmph, a Petrosapien huh? Fine, come at me!"

"That's **Diamondhead** to you pal!" Diamondhead yells back as Phil goes into a stance.

Clenching his fists, he holds them out towards Phil, firing shards of crystal from them like bullets. Using his pole to whack a few of them away, Phil then twirled his weapon, deflecting the rest of them. Jumping into the air, Diamondhead then throws an arm down, and in turn, a chunk of crystals.

Phil jumps out of the way as they land with a crashing sound, and then charges him. As Diamondhead lands, he morphs his arms into blades, and begins to join him. As they exchanged blows, they occasionally get hit. However, as much as Phil seemed to take damage, every time the Petrosapien was smacked, he simply regenerated.

It was then after one more hard blow that the two skidded back. Diamondhead stands with no damage, while Phil has a few cuts and bruises on him.

"So, what's it gonna be Philly? You can't hurt me ya know?" Diamondhead smirks. Phil spits a little blood out.

"Pfft, I may not be able to kill you, but I can damn well hurt the hell out of you instead!" He retorts. Digging into a packet on his hip, Phil takes out a small device.

Diamondhead's eyes narrow down to said tool, but as Phil presses a button, they quickly dilate as pain envelops his body. Dropping to his knees, his body starts to crack. Yelling in pain, Phil smirks.

"How's that for you, Ben? A Sonic Emitter, courtesy of dear ol' Grandpa Max." He says as he waves it around.

Diamondhead continues to groan as his body continues to break down, but he quickly responds with a pained smirk.

"Uuurrgh… That only works on crystalline based lifeforms like a Petrosapien though… I can still…change aliens ya know!" He yells as the Omnitrix dial flashes.

Replacing him was a yellowed eyed pill bug like creature with stubby arms and legs. It had yellow armored plating on its shoulders, back, sides of its hips, and the back of its arms. Its upper body was mostly black and had a black stripe on its chest while the rest of it was white. The Omnitrix dial was displayed on its forehead.

"I assume you know what an Arburian Pelarota is? If so, then prepare for a **Cannonbolt**!"The pill bug creature said as he rolled up into a sphere.

Phil gasps as he turns off the Sonic Emitter, darting back in an attempt to run away. Cannonbolt gives quick chase, catching up to Phil in a short moment and crashing into him. The older man screamed as he was sent flying forward and off the asteroid, diving down into who knows where. Cannonbolt came to a halt as he unrolled himself.

"…Just like Grandpa said. It's what matters on the inside." Cannonbolt quotes his grandfather. However, his attention turns back to the vortex gate, which had escalated in its unstable condition through the duration of the fight.

' _The subatomic energy!'_ He yells inwardly. _'It's too late to stabilize it…! Gotta make a run for it!'_

Rolling into a sphere once more, Cannonbolt begins to motorize out from the range of the gate, but alas, the ripple of energy starts to finally collapse, and in turn start to vacuum everything nearby into it.

"No! Urrrgh, come on, come on!" Cannonbolt pleads as he tries to speed up. However, the energy is too powerful, and begins to pull him in. Cannonbolt fails to achieve a stable momentum, and is driven out into the portal.

"NUUUUUOOOOOOOOOOOOOOOOOOOOOOOOOOHH!

As the Arburian Pelarota starts to get sucked in, the generator begins to break down, and in time, begins to spark and explode, leaving no evidence of any fight or teleportation…

* * *

 **…**

Now, in the world of Remnant…

On the plains of an open farm land, a group of four stand in the middle of a diverging walkway. One of them was a browned hair girl pinned with an arrow in the back of her side, and was held down by two other individuals, a boy with mercury colored hair, and a girl with emerald colored hair.

In front of her was a woman that had black hair which covered her left eye. She wore a red and gold dress, and two shoulder less red gloves. Digging into a pocket, she smiles down at the injured girl.

"…Mercury, Emerald, keep her still." Taking a white glove out, she slips it onto her right hand. On the back of it was a red symbol. The girl seemed to recognize it, and began to chatter in fear.

"…N-No, stay away…" She mutters as she tries to squirm out. Mercury and Emerald hold in her place as the gloved woman holds her palm out in front of her face.

"Amber, the Fall Maiden…" She mumbles. From the palm of her hand, a red void spawns a white insect like parasite, causing her eyes to contract in horror.

"Please…don't…!" The woman responds with a smile as the insect explodes into a webbing of black. Splattering itself on her face, Amber screams in pain as her eye begins to radiate an orange aura.

It does so for a moment, but the orange light begins to travel its way through the black substance, and into the woman's arm. Eventually surrounding her body, it was then that _her_ right eye garnered the glow instead.

"…Make way for **Cinder** the Fall Maiden!" Cinder smiles as she attempts to drain the rest of Amber's energy.

Just as she was going to though, from above, a hole in the world shatters open, revealing a vortex of red. Cinder and company, as well as another individual that was about to come in, cease their activities to stare at the hole in the sky.

Before they could react to it, a yellow and black sphere shoots out at a blinding speed. Everyone's eyes widen as it begins to hurl itself right into them. Cinder grunts and detaches the webbing, and stands up.

"Move!" She yells. By now, Amber had fallen unconscious, so Emerald and Mercury had to pick her up and move her out of the way. The person nearby also did so, but not before clicking his tongue.

"…Ugh, is this because of my Semblance…" He groans.

He had spiky black hair and red eyes, and was quite tall. With a red, tattered cloak, he wore a gray dress shirt with a long tail, black dress pants, and black dress shoes.

He and the others watched as Cannonbolt crashed down into the earth, creating a giant crater that erupted a mass of dirt and stone. Cinder and company laid a fair distance away, and once he came to a halt, walked back towards the crash site. The cloak man decided to hide behind a tree in order to wait.

Looking down, Cinder looks across towards Mercury and Emerald. Jumping towards them, she lands next to Amber. She looks at her glove, and it had dissolved by then.

"…Tsk. You two, go check that thing out." She orders. The two led Amber down, laying her on the floor. Residue energy lingered from her body, which didn't look good.

Mercury went first, and used his legs, which were revealed to be robotic at the lower half, to jump down towards the middle of the crater. Emerald follows shortly as she slides down.

Walking up towards Cannonbolt, who was still in his spherical form, he taps his shelled appearance with confusion.

"…Doesn't seem to be hollow at least." He surmises. Emerald rolls her eyes. "Is it alive?"

Before they could answer one another, a whimper is heard from the sphere.

"Oww…" The Arburian Pelarota groans. Mercury jumps back, and Emerald draws a pair of gun blades from her holsters. As Cannonbolt unfolds himself, he slowly sits up in a dazed state as he reveals his true appearance.

"Geez, that's one ugly thing…" Emerald frowns. Cinder looks down in wonder for a moment, but then groans.

"If it's alive, kill it. If that thing can survive a fall like that, who knows what else it can do." She orders. Mercury blinks, but then leaps back. His legs propel him forward with a kinetic blast.

"Sorry, but you gotta die pal!" He yells. This brings Cannonbolt back to reality as Mercury's yell draws his attention. As he turns towards them, Emerald joins up in rushing him, making him go wide eyed.

"Woah, what the heck?!" Cannonbolt didn't have the momentum to stand up, so he was forced to tap the Omnitrix dial. The brief flash forced the three to cover their eyes. Mercury comes to a halt, and the man from afar glances over in curiosity. He quickly takes out a small white device and taps a few buttons. A screen then pops open, and he aims it at the scene.

As they open their eyes, Mercury and Emerald are immediately blasted away by powerful flames. The sound of fire immediately attracts the attention of Cinder, whose eyes begin to become interested just from the brief spark of flames.

"Gaah!" The two grunt as their backs hit the sloped dirt. Not even getting a moment to breathe, more flames start to spark out from the green flash, making the duo make a run for it. Even Mercury didn't want to go toe to toe with those.

As the two reach the top, the flash dissipates, and an explosion reveals a figure that zooms towards them. A pile of smoke puffed as it landed in front of them.

Coming out of the dust cloud revealed its appearance. Its body was humanoid, but the entirety of the body was composed of a bright yellow inner body of flowing magma, covered by red rocks, with its head spewing out a constant flame. The Omnitrix dial was proudly displayed on its chest.

"Hey, what's the big deal, you hooves?" He calls out with a flame in his voice. "You want to get a burn from **Heatblast**?"

Cinder's eyes were drawn to Heatblast. "…Amazing… Those flames…"

Mercury darts his head towards her in confusion. "Cinder, you mesmerized or something?! Those things were a heck of a lot hotter than Amber's! We'll get fried if we stay here!"

"We have to retreat! Let's leave the deadweight here!" Emerald protests. Cinder continues to be enthralled, but in time returns to normal. She frowns as she looks back at Amber, but quickly turns around.

"…Let's go. We'll get the rest of it next time." Lifting her right arm up, the golden design on her sleeve glows, and generates a molten sphere. Throwing it down on the floor, a smokescreen covers the area, leaving Heatblast to cover his eyes.

The man narrows his eyes as he sees Cinder and company quickly escape, but his attention quickly goes back towards the smokescreen that contained Heatblast and Amber. Deciding to come out from hiding, he begins to walk towards the field.

As the screen dissipates, Heatblast coughs a little smoke out. Looking around, he sees no signs of Cinder and company, but his eyes are quickly redirected to Amber, who lied with grave injuries. Reverting back to Ben, he looks at her with worry.

"…She's hurt!" Dashing towards her, he quickly lifts her head up. "Hey, are you okay? What did they do to you?"

Shaking her, he tries to wake Amber up, but it is to no avail. He then realizes that whatever Cinder and company did, it caused her to become gravely injured, and fall into a coma.

"…No, you can't be dead…" Placing his head onto her chest, he listened for a heartbeat. He kept it there for a moment, and after a few seconds, he heard a beat. He quickly sighed in relief, but that quickly switched back.

"Huh?" The scars on Amber's face started to glow, and suddenly, orange energy starts to phase out. Ben covers his face, and as he does so, the Omnitrix comes into contact with the unknown energy, causing a weird beepingto sound off from it.

Ben's eyes quickly shoot open to see the Omnitrix's hourglass switching between colors. It begins to spark out of control. A synthetic voice then begins to voice out.

 **"Error! Error! Unknown energy detected! Omnium levels overloading! Error! Error!"**

"What?! What the heck's going on, Omnitrix?!" He tries to tap the device and turn the dial in confusion, but the voice quickly comes back as the Omnitrix's hourglass turns blue.

 **"Error! Error! Corrupted state detected! Engaging hard reset and recalibration!"**

"Recalibration, what in the he—" Before Ben could finish that sentence, the beeping finally came to a halt, and the Omnitrix begins to engulf itself in a flash of green light. The man that started to run towards the scene once again is forced to cover his eyes due to the bright light.

While still in the green light, the Omnitrix began to morph itself into a new shape. It started to become a bit slimmer, but now resembled more like a gauntlet that went down half his forearm. From the ends extended two white lines that crossed down onto the bottom, and the sides seemed to have gained a bit of an arm guard like appearance. The Omnitrix dial slimmed down, and the buttons transformed into sleeker dial switch. The main color of the Omnitrix remained black, but on the sides were details of green that gave the device an arm guard-like appearance. The underside was gray, and the edges were also dull gray as well.

Before Ben could even react to it though, the hourglass glowed once more.

 **"Recalibration, complete… Omnitrix has discovered genetic splicing! Shall we attempt to repair?"**

Ben frowns, but then looks down at Amber, and his eyes widen at a bubbling black that started to appear on her face where her scars were. Along with the orange energy that constantly seeped from her body, the black substance seemed to be changing her body. Ben hardens his expression as he gently cups her head with his left hand.

The Omnitrix dial flashes, and a bright light encapsulates the two. The man had arrived at the scene by then, but he could only watch as the phenomenon took place in front of him.

It took a minute or so to finish, but the barrier of green finally shattered, leaving Ben, and a seemingly heal Amber. While she was still in her unconscious state, the man puts the device away and decides to introduce himself.

"…Hey, kid, mind if I—" As he tries to talk to Ben, as if on reflex, Ben quickly backs away, leaving Amber on the ground. It seemed to be on instinct, looking like…fear, or caution. The boy activates the Omnitrix and slams the dial, blinding him for a moment as he begins to transform.

"…Gah! Hey, I'm not going to hurt you alright? Just give me a moment to ex—" However, before he could continue, a blast of green energy blows him away, leaving him sitting on the ground. Groaning a little, he shakes his head and looks up.

"…Guess I'll see him later…?" Looking up, a figure flew off.

In the midst of the flash, while the man couldn't see what was flying exactly, an alien quickly speeded off into the distance, seemingly dazed like a bad memory came into play in his eyes.

A red and yellow humanoid manta ray like creature replaced Ben. He had a yellow patagia and yellow horns extending from his nose. He had gills under his arms and sported a tail. He wore a black and green sleeveless uniform, and had the Omnitrix dial on his chest, which was now black and green.

As he flew off, the man stood up. Wiping some dust off his clothes, he glanced over to where the alien flew off, but quickly looked over to Amber. Running over to her, he picked her up, but noticed the lack of any visual injuries to her body. He blinks in surprise, and looks out towards the sky.

"…Qrow Branwen, I'm sure Oz is gonna be surprised with what I got in store for him…" He refers to himself as he turns towards the road. As he walks out to who knows where, only one thing was certain…

History, had been made.

* * *

 **…**

Sometime later…

Hours had passed, and as the sun started to set into evening…Ben suddenly gasps back into reality. He had nearly flown in a daze for a while, and he stumbled slightly because of it.

"W-Woah…!" He yells. "Hey, I can wear clothes as **Jetray**?"

As he reacts to himself, he breathes in and out and from the corner of his eyes, he sees a city border. Landing in a forest of trees nearby, he reverts back to Ben. He then notices that his hands were shaking.

Clenching his teeth, he holds his hands together for a moment. It took a minute or two, but they finally started to calm down. Ben sighs, and leans against a tree.

"…I had another moment…" He reveals. "I guess it's just instinct by now. All that time in the Null Void; it's a wonder that I didn't run from Phil back then. Guess I'm starting to get used to my surroundings…"

As he says that, he frowns. "Speaking of surrounds… Where the hell am I anyways?"

Looking up, the first thing he noticed was that the moon…it was shattered, cracked. Pieces of it floated near the center, making him raise an eyebrow.

"…Okay, definitely not Earth…" He grumbles. Looking around, he decides to walk out from the forest, and head towards a main road that led towards the city. It didn't take long, and the sun was still strong. He notices a bunch of people that regularly seemed to come in and out from the city, so he blends in with a bunch of people starting to come inside.

Luckily for him, the security wasn't that hostile. Since he looked like a normal kid, he got in easily, but he decided to use the time to tinker with the Omnitrix's recalibration. He first went over the changes in appearance, and with the use of the Omnitrix's AI, which Ben had figured that its voice changed to match his, the inner changes.

As he fiddled with it, he approached a store front. Glancing up towards it, it read out _"Tukson's Book Trade"_. A simple green donning gave it a simple, yet gentle expression. Glancing down at the Omnitrix for a moment, he shrugs.

"I guess I should read up on this world first. Grandpa did say that information is power." He voices as he enters the store. A jingle from a bell was heard as he entered…

* * *

 **...**

Entering the bookstore, Ben was surprised with the cleanliness, yet vast quantity of books around the place. His first mission was to gain information about this world, so, looking up towards the aisles, he walked over until he could find one on geography or history.

Upon finding one labeled as History and Geography respectively, he entered the history one first.

"…Hmm, let's see here." Idling around, he noticed a lot of the entries contained the word 'Remnant'. Deciding to take a book that was named _"Remnant: A Tale of Light and Dark"_ , he began his starting of learning.

This one explained a tale regarding the past of this world, the one Ben learned was called Remnant. Most of it regarded most of the parts of legends as fairy tale and feeble talk, but the vague idea of ancient history actually seemed to intrigue him to a point.

Ben decided to skim the book, and not spend forever on absorbing every word. He wanted to just get a gist of it, so he moved onto the next one.

This one was titled _"The Four Kingdoms"_. It contained information regarding the four Kingdoms in the world of Renmant. **Mistral** , **Vacuo** , **Atlas** , and **Vale**. Ben learned that he was currently in the Kingdom of Vale, and the city he was currently in, also named Vale. Ben wondered why that was so, but quickly withdrew that thought to move to the next entry.

Deciding to walk while reading this one, this entry scared him a little, yet interested him at the same time. This was named _"The Dark Ages of Grimm Foretold"_.

Aside from information regarding the Four Kingdoms, this one was paid quite the bit of attention by Ben regarding the subject of the Grimm. In the world of Remnant, for however long records existed, the Grimm had always been around. They were said to have no soul, and took the form of atrocious creatures that resembled everyday ones. This book contained a large entry of various Grimm, which made Ben gulp a little upon viewing the more frightening ones, such as a Nevermore, a giant avian like Grimm.

As Ben continued to read with his eyes practically glued to the pages, upon turning around into another aisle, he bumps into someone. The person was a bit heavy for him to push back, so the bump ended up making them both bounce back a little.

"Oof… O-Oh, my bad." Ben apologizes as he bows a little. He then noticed that he wasn't looking at a person's face, but rather a stomach instead. As his face skimmed up towards said person's face, he noticed that it was a she, and a rather feminine one at that.

She was a fair skinned young woman with amber eyes and long black hair. She had a ribbon with a large bow tied on the top of her head. Ben also noticed she had purple eyeshadow done in a cat's-eye style. She wore a black buttoned vest with coattails and a single silver button on the front. Underneath this is a white, sleeveless, high necked, crop undershirt and white shorts with a zipper on the front of each leg. An emblem was located on her shorts.

"…Ah, I'm at fault too. I was too busy reading this." She responded. Looking to her side, she also expected someone who was around her height, but she then looked down face to face with Ben, who immediately blushed a bit upon glancing at her.

She blinks in slight wonder, leaving Ben to try to start a conversation.

"…U-Uhm… My name is Ben. Ben Tennyson…" He mumbled. The young woman blinks once more, but this time in wonder.

"…Blake Belladonna." She utters. Ben realizes that she didn't seem to be much of a talker, yet she was still paying attention to him. As much as he wanted to say something though, Ben…wasn't quite used to dealing with casual conversations these days. Prior to all of this, he had practically been stuck in isolation for two years in the Null Void.

Glancing about, he tried to say something while Blake still seemed to be interested. There wasn't much to go for, so…

"…I guess this isn't a time to be _feline_ awkward…?" Ben horribly puns on her cat-like appearance, and even he could tell that Blake seemed disappointed with that one.

At that point, Blake was pretty much ready to ignore him, and began to turn around. As she did so, her hand skims the Omnitrix, causing the device to beep, and the hourglass to turn yellow. Both of their ears twitched as Ben stumbles around. He almost drops his books as he looks down at the Omnitrix.

 **"Uncatalogued genetic signature detected. Scan Mode initiated."**

Upon hearing that, Ben's eyes turn to dots. The awkward situation that was just happening right now turned to shock as the Omnitrix core popped out. The circuits were also yellow, and out from them a beam came out and started scan Blake. The two were speechless and stayed motionless for the entire process, and once the scan completed, the Omnitrix core returned to its green colored and popped itself back into the device.

 **"…Scan complete. Uncatalogued DNA sample acquired and registered."**

A few moments passed, and Blake finally snaps out from her shocked state. Dropping her book, she grabs Ben by his shirt and pins him into a bookshelf, causing a couple of books to shake and drop down. Ben snaps out and back into reality with a gasp. Sweating a little, her amber eyes glared into his emerald ones.

"What did you do to me…?" She asked coldly. Ben gulps and glances around for a bit.

 _'C-Can't tell her I'm a person that traveled through a wormhole through and alternate dimension meant for intergalactic criminals and that the device on my arm is a piece of alien technology that allows me to transform into various creatures! U-Uhm, let's go with…'_ He quickly mutters some incomprehensible grumble as he thinks of something to say.

"U-Uhm, where I come from, we try to be as environment friendly as possible! We want to be able to preserve life in the case that it may go extinct, so we made devices that are able to capture DNA for preservation purposes!" He quickly squeaks out.

Blake surprisingly got all of that, and glances at the alien device.

 _'…I heard that the Schnee family are able to project summoned enemies. Perhaps this is something like it? He doesn't seem to have done it on purpose…'_ She surmises.

Thinking for a moment, Blake decides to release him. Before she could do it though, footsteps were heard around the corner. Entering from another aisle, a man rushes over.

"What in blazes is going on…? Blake? What're you doing to a kid?" He asks. Upon hearing his words, Blake's cheeks puff red for a moment in embarrassment upon realizing this entire scenario and finally lets Ben go. The boy sighs in relief as Blake tries to compose herself.

"…We…had an accident, Tukson." Blake summarizes. Tukson, the owner of the place, looks over at Ben, and helps him up. The three help clean up the mess, and they move to a nearby table to sit down after a bit.

"…So, what's your name lad?" Tukson asks in a polite matter. Ben and Blake were sitting on one side, which made the former a little nervous.

"I-It's Ben sir… Ben Tennyson." The boy nods as he introduces himself to Tukson. The man nods in return. "Ben huh? You seem like a nice kid. Name's Tukson, owner of this shop. And the lovely lady next to you is…"

"I already introduced myself." Blake muttered, not trying to sound rude, but a little blunt. Tukson sweat drops, but then turns his attention back to Ben.

"Er… So, what're doing around these parts? Haven't seen you around in Vale before." Tukson redirects the flow of conversation. Ben coughs, and then sits upright.

"Well, you're right about that. This is my first time coming into Vale. I…came from the outside, away from any of the Four Kingdoms." He starts. Blake turns to him, now a bit interested in this talk.

"I've been wanting to gain some information about Vale and the other areas, so I happen to had stumble into your store. It's a nice, quiet place, and the stories here intrigued me a lot actually!" He smiles a bit. Blake's expression turns a bit mellow, and a bit of guilt starts to build up inside her heart.

Tukson takes a moment to absorb this information, and then nods. "…I see. Then I'm happy to say that the books here are the best tools for your purposes!"

Ben nods, but then a thought crosses his mind. "Oh, speaking of tools. Do you know any place where I can crash down for tonight? I…don't seem to know of any at the moment."

Before Tukson can respond though, an idea crosses Blake's mind. "…Tukson."

"Hmm?" The man turns to the amber eyed girl.

"Do…do you mind if he stays here for tonight? I think you have a few rooms in the back right?" She proposes. The two males turn to her in surprise, Ben in particular.

"A-Are you sure? I'd be just trespassing though." He stutters. He and Blake turn to Tukson, who appeared to be in thought for a moment. His expression then turned to a gentle smile.

"That's fine. Since he's from outside the Kingdoms, it's unlikely he has any form of currency to pay for an inn anyways. Sure, I'll lend you one of the back rooms for the time being." Ben and Blake's eyes glitter a little upon his approval.

Getting up from his chair, Tukson looks out his store front. "Oh, must've chattered for quite a bit. Night time's coming up soon. Alright, up and atta'em Ben. I'll show you your room."

Nodding, the youth stands up. As Tukson turns around, he glances over his shoulder. "Blake. Is the usual room alright for you?"

The black haired girl nods slightly. Looking back to the front, Tukson begins to walk forward afterwards. Ben and Blake soon follow up, and follow him towards the back of the store…

* * *

 **…**

In another location. Beacon Academy.

Beacon Academy, a learning institution for training huntsmen and huntress. Located in Vale, it's one of many schools located in the Four Kingdoms. Our scene moves onto this school, but in a secret area…

Down in a dark room, an elevator approaches the floor. As it lands, a single beep is sounded off, and the doors open. Out from it steps out Qrow, and another man. He was a middle-aged man with tousled silver hair and thin brown eyes. He had a light complexion and sharp facial features, wore shaded glass spectacles and a small, purple, cross-shaped pin on the cowl around his neck. His outfit mainly consisted of an unzipped black suit over a buttoned vest and green shirt. He also wore black trouser shoes and long, dark-green pants.

The man glances at Qrow with an unsure look as they begin to walk out.

"And you're _sure_ you thinking straight? Are you absolutely positive with the footage that you just sent to me?" He asks. Qrow sighs.

"Come on Oz, I'm telling you the truth! Everything I recorded at first was hard footage! Whatever that kid was, he somehow saved Amber's life. Whatever device he used healed her injuries and cleansed the Grimm infection away from her body." He responds. The man named Oz, or rather Ozpin, still gave him an unsure look as they approached the end of the hall.

As the two continue to walk, a middle aged woman waited for them with folded arms and an unsettled expression. She had very light-blonde hair tied back in a bun with a curl hanging down the right side of her face. Her eyes are bright green and she wears thin ovular glasses. She had dangling teal earrings that matched the hanging pendant on her collar. She wore a white long-sleeved, pleated top that has a wide keyhole neckline and gauntlet cuffs that flare in pleats at the wrist. Her lower body is covered by a black high-waisted pencil skirt with bronze buttons and black-brown stockings. To finish it off, she also wore a purple cape.

"About time you two got here." She calls out. Qrow slouches over, and Ozpin merely shrugs.

"At least we got here, Glynda." Qrow lazily says, irritating her a little. "So, how's our patient doing?"

The blonde woman waves her hand behind her. "It's a miracle she even survived. She doesn't have a scratch on her, but half of her power is gone. She should be waking up any moment though."

The three turn to see a piece of black and blue technology, seemingly resembling a cryopod or stasis chamber of some sort. Inside a transparent blue container laid Amber, who was changed to a light blue attire to allow the healing process to work easier.

"Well, its Atlas tech. Should work efficiently." Ozpin surmises. Turning to face a table, he places one of the tablets that Qrow had. This was a Scroll, a holographic tablet with multiple uses.

Placing it down, the screen opens up, and Ozpin presses a button. A moment later, a life-sized bluish holographic projection of a man appears in front of the three.

"Ironwood?" Ozpin greets the man. The holograph looks about, and glances at Amber. He then turns back to the three.

 _"So, is it true about what you just sent me? You'd better be sure about that, Oz."_ Ironwood tells the middle aged man. Ozpin nods, and Qrow takes out his own Scroll.

Placing it on the table, he opens it up, and expands a screen for everyone to see. Video footage taken from the Scroll shows the raw screenplay of Cannonbolt first blundering into existence through the hole in the sky.

"See, I'm not fooling with you. That kid came from some kind of portal. It doesn't have any resemblance to portals related to the Grimm or Salem." Qrow summarizes. Ironwood cups his chin, and as he and the others think, a groan is heard from Amber.

"…Ugh…" She moans. The four turn to the Atlas tech holding her, and Ozpin quickly walks up to her.

"Amber, can you hear me?" He asks gently. The brown haired girl's eyes' twitch, and slowly open up. As her vision starts to come into play, she then notices him in front of her.

"…Professor Ozpin? W-Wh…where am I?" She says weakly.

Ozpin adjusts his glasses. "You are currently in Beacon Academy, in an underground chamber hidden in the depths of the school. How are you feeling?"

"…Groggy. A bit weakened as well… What happened? I remember fighting those three… That woman drained my powers and then… It's blank from there." Amber tries to remember what happened at first. Qrow then walks up to her.

"Well, lucky for you, I have the information you need. Take a little look on the screen." He then points his thumb back to the Scroll's screen. Amber slowly turns her face to it, and her eyes widen slightly as she watches the footage.

After a minute or so, she blinks in confusion a few times. "So…that boy… He saved me?"

"It seems so." Glynda says. "What did he do, Qrow?"

"I don't know exactly, but it has something to do with that device on his wrist." He replies. Rewinding the footage to where he was about to go to Ben, he pauses at a single frame, where a snapshot of the Omnitrix was seen in full view. Zooming into it, the four look closely at the alien device.

 _"It doesn't look like anything that Atlas may have developed."_ Ironwood guess. Qrow rolls his eyes.

"Well duh. He came from a portal, an alternate dimension. But whatever that thing is, it was able to transform him into those creatures, and it also healed Amber to a degree as well."

Glynda narrows her eyes at the Ben's face, and turns to the man. "So, where do you think he went off to? You said that he was scared away, or something related to that."

"Must I tell you again that it wasn't my fault…" Qrow sighs. Taking out a small whiskey can, he takes a gulp and then puts it away. "It was like he was running away from a predator or something. The look in his eyes was a dead giveaway."

"Yes, yes. Now, answer the lady's question, Qrow." Ironwood folded his arms in impatience.

"Whatever. When he transformed into whatever creature that flew away, he seemed to had headed in the direction of Vale. The city I mean. Why is the Kingdom and the city named the same anyways?" Qrow answers.

 _"Well, if he's as you said he is, he may pose a liable threat to the people in the city. I suggest we find this kid and place him in a secure location until further notice."_ Ironwood ignores his question and replies that instead.

"Hmm…" Ozpin cups his chin and wonder. "Well, he did try to help Amber before that thing happened. He is a child after all, so it's most likely he was relying on fear to run away. I doubt he's any threat."

"Well, his flames seemed to have been stronger than Amber's, at least according to that lady's enthralled look. I'd say he has common sense, but I doubt he knows anything of this world." Qrow responds. Listening to his words, Ozpin begins to brainstorm an idea.

"…Well, I might have an idea then. We might be able to use this young man efficiently if we allowed him to enroll in Beacon Academy, as a ward of sorts." He suddenly says, making everyone's eyes dart to him in shock.

"…What?" Glynda's eye twitched. Qrow and Amber were equally shocked at Oz's suggestion, but Ironwood…

 _"…I don't know what you're planning Oz, but if you're really planning to go with this, you better know what you're doing."_ He simply says. Oz expected him to be livid with the thought of seemingly recruiting a child into Beacon, but he certainly didn't expect that kind of reaction from him.

"I assure you, this is probably best for him and us as well. And I assume that Amber would like to have the opportunity to thank her savior as well." He smirks as he glances at the girl.

"But sir… He doesn't even look older than twelve years of age according to that footage. Are you sure about that?" Amber wonders.

"Well, he can certainly take care of himself in a fight. Yes, he may be a child, but that's all the more reasoning that he can grow greatly if he chooses to attend my Academy." He answers with a whiff of confidence.

Everyone seemed to be in misalignment with his choice, but finally decided to agree with his decision. Glynda groans, but Oz then turns to her.

"Glynda, prepare the necessary paperwork. We have a hunt to catch." He smiles. Qrow didn't like where this was going…

* * *

 **…**

Back at Tukson's…

Tukson opens a door to the back of the shop, revealing five rooms. One of them seemed to be a warehouse or storage room of sorts, while the others seemed to be bedrooms and a kitchen. Blake enters the one next to the storage room, to which Ben assumed was the one that she was staying in regularly.

As she closed her door, Tukson walked over to the one next to it. Opening the door, he gestured for Ben to enter.

The room was simple. A dark green paint surrounded the modest sized room. A single bed was located, and there was a sliding closet on the opposite side. Next to it was a desk and a locker.

"Not too shabby right?" Tukson chuckles. Ben nods a little as he looks around. "Make yourself at home. Inside the closet are some of my spare clothes. They'll probably be a bit big for you, but it should give you something to wear for sleeping in the meantime."

Ben smiles a bit, and bows. "Thanks a lot, Tukson."

The older man chuckles. "Ah, don't mention it. I'll think of a way for you to repay later on, so just relax for now alright? I'll see you in the morning."

Responding with a nod, Tukson leaves the room, closing the door halfway. Ben finally decides to relax after all this time, and takes a seat on the edge of the spare bed after placing his books down. While tinkering with the Omnitrix, he tries to puzzle up the events that just happened today .

 _'So… The first thing that happened, was that I was sucked in by the unstable energy. That led to me getting send to Remnant.'_ He started.

 _'And just when I landed in that farmland, those crazy people started to attack me! Why was that, and who was that girl that they injured? Wait, oh crap, I left her alone with that man!'_

The memories were now starting to come back. He remembered hearing Qrow's voice, but realized that he blanked out and ran away afterwards. Now that he was thinking about it, the man wasn't actually trying to be hostile. Rather, it seemed like he was trying to introduce himself. Ben mentally face palmed at that.

 _'I hope that girl's okay… Maybe that old man took her to a hospital or something?'_ Ben hopes. Deciding to end his thoughts, he sighed and dropped his back onto the bed.

Folding his arms behind his head, he starts to contemplate his existence in this strange new world. Right before he was about to close his eyes though, he notices a pair of amber eyes sticking out from his doorway. Sitting up, he glances at the entrance way to see Blake standing partially out near the doorway.

The boy immediately sits upright. "B-Blake? Do…do you want to come in?" the girl nods slightly, and he motions for her to come inside. His heartbeat started to get a bit faster as his face became a bit flourished.

As she walked in, she sat on the mattress, just a bit away from Ben. He notices that she changed into her pajamas, which consisted of a black, long-sleeved, yukata-style shirt with white edging over a purple undershirt, and a matching skirt. A black obi was wrapped around her waist and tied with a black and white string. She wore simple black slippers, and still wore her bow on her head.

The two sit in silence for a bit, with both unsure about how to start the conversation. Blake occasionally glances at him, wondering what to say.

 _'I… I guess this is as good time as any.'_ She decides. Breathing in and closing her eyes, she turns to him.

"Say, Ben…?" She starts. The boy reacts with a startled jump, and quickly turns to face her, sitting cross legged on the bed.

"Y-Yes?!" He stutters. Blake giggles a little at his startled response.

"I…wanted to ask you something. Where are you really from?" She properly turns to face him face to face. Ben's nervousness spikes up as a marble of sweat goes down his cheek.

"W-What do you mean?" He squeaks. Blake then nudges to her left eye.

"I noticed something, when we were talking with Tukson. Your left eye, it twitches when you're lying you know." She reveals. Ben frowns.

"I-I don't know what you're talking about…" He mumbles. But just as he says that, he actually does feel his left eye twitching, earning Blake a cute groan.

"…Fine, I guess." Ben mutters. "But, if I'm going to be telling secrets, you're going to tell me some of yours too, alright?" He says with a pouting face as he points at her.

Blake actually contemplates about this, but after a moment, she gives him a nod. "Okay, I promise."

Ben blinks, and then breathes in and out. "…Alright, I'll start from the beginning."

"I come from a planet called Earth. It's full of people just like here on Remnant, but there aren't any Grimm, and the moon is complete." He starts. Upon hearing his words, Blake begins to imagine a world without the Grimm. Probably a peaceful one at that.

"But, onto the important parts." He waves his hand. "My full name is Benjamin Kirby Tennyson. Two years ago, while I was on Summer Break with my grandfather and cousin, I encountered an extraordinary item."

"Extraordinary? Like…that watch of yours?" Blake points down at the Omnitrix. Ben nods, and brings up to her to see.

"This device is called the Omnitrix, and alien piece of technology that allows me to transform to various extraterrestrial creatures from my universe." He explains. "I didn't exactly lie back there too. The Omnitrix is filled to the brim of DNA from a multitude of creatures, and functions as a device that can bring an extinct species back to the world."

Blake was surprised. Such a little thing can do so much. However, she wasn't exactly convinced, soo…

"Hm... Okay, transform into something then, prove it." She asks with a small spark of interest in her eyes. Ben was surprised by how accepting she was, and nodded.

Pressing the dials, the Omnitrix core spun in a 360 degree loop as it popped out. Blake backed up slightly by reflex, but then her eyes widened as something new happened. Instead of having silhouettes displayed on the dial itself, the Omnitrix now displayed its entries with dark green holograms of the currently selected alien.

Turning the dial, Ben then held the device out to Blake. "Here, turn the dial to select a form you want me to turn into. When you see the one you want, push the core down."

Blake stared at the device. The currently viewed hologram was that of Heatblast, a Pyronite. Blinking once, she slowly lifted her right hand and placed it on the dial. Turning it once to the right, Heatblast's hologram was replaced Spidermonkey's. Blake was mildly amused with this, and started to turn it a few more times.

She viewed some creatures that humanoid appearances, some unearthly ones, but as she continued to do so, as she entered onto one entry, her eyes wandered in curiousity.

"…Let's try this one." She decides. Ben looks over this hologram, and notices it's a new one. "Oh, sure. I think this is one I got from scanning your DNA though. Are…you not human?"

Upon saying that, Blake's interested look turn to a cold frown. Ben backs up slightly in astonishment, but Blake shakes her head. "…Yeah, I'll…tell you my story as we continue. But for now…"

Her expression then went back to its interested one, with a small smile replacing her frown as she pushed the core down. Her eyes closed shut as Ben was enveloped in a flash of green.

As the light faded though, Ben realized that there wasn't much difference in his body, other than a keen sense of vision, as well as…the feeling of additional limbs?

Jumping off the bed, Ben looked at himself. Immediately, Blake's face sparkled as she let out a cute 'aww'. Ben realized why this was.

His body size itself didn't experience any change, but what he noticed was that he gained a pair of fluffy cat ears, a fluffy tail, and that his attire changed into that of a black and green stealth suit that consisted of a black shirt with dark green stripes, and black shorts. A pair of green and black shin guards were present, along with black fingerless gloves and shoes. The Omnitrix dial laid on his chest.

"I…turned into a cat boy?" Ben blinks. "I heard of people being interested in these types of thing bu—"

"AH! You're so adorable!" Blake squeaks as she grabs Ben into a hug. The cat boy blushes a bit as he struggles to breathe.

"B-Blake… Air…suffocating…" He mumbles. The amber eyed girl snaps back, and places him back on the bed. She bows in apology, but Ben waves it off.

"Sorry…" She whimpers.

"I-It's alright. Anyhow, let me tell the rest of my story." He then postures himself once more.

He first tells about his discovery of the Omnitrix, and how his Summer Vacation went for the first few weeks and such. As he continued, he explained bits of information of the Omnitrix to Blake. As he continued onwards, the two would laugh and talk more about the silly situations that he went on.

However, it was then that it got to the important part.

"Okay…this is when we start getting closer to the present." Turning the dial of the Omnitrix and pressing a few buttons, a projection of a handheld device displayed itself to Blake.

"What is it?" She asks.

"This is called a Null Void projector." He replies. Blake noticed that the tone of his voice shifted a bit.

"The Null…Void. That doesn't sound pleasant." She guessed. Ben nodded begrudgingly.

"Definitely. The Null Void…is an alternate dimension meant to hold intergalactic prisoners and the like. It's not a pretty place either." Pressing a few more buttons, Ben opens up a display viewing off a sample of the Null Void's eerie chasm, giving Blake some shivers as she looked on.

"The only way in and out is through the use of a Null Void projector, or a device similar to that. "This place is filled to the brim with horrifying creatures, and the constant viewing of the chasm is unpleasant to just feel in general."

"Two years…that was how long you were in that place for?" Blake reminded herself again. "I can't imagine the horrors that must've been for a child to see for that long."

She expected Ben to agree with her with a frown or nervous nod, but…he instead replied with a goofy smile, confusing her a bit.

"Well…actually, you know those clothes I was just wearing at first?" He first asks. Blake nods, and Ben chuckles. "Well, they were made from creatures of the Null Void!"

Blake's eyes zoned out from his seemingly comedic confession. "Wha…?"

"Well, I was scrawny ten year old trapped in an endless void yes, but it's not like I couldn't fight for myself either ya know?" He casually says as he whiffs air from his nostrils.

The young woman sweat dropped and laughed sarcastically. "You really are a strange one, aren't you…?"

Ben shrugs. "Heh. Well, anyways. It was then that I took it upon myself to find a way out when I got trapped in there. It took me two years, and just when I was about to go home, there was…an accident that occurred, and the darn thing ended up sending me to Remnant instead of Earth."

Blake composes herself and nods. "Guess that was a _null_ journey huh?" She tried to joke. Ben stayed silent at first, and Blake was worried that she might've killed the conversation, but…

"…Pfft." He snickered. "Good one…!"

Blake's expression turned to relief as Ben started to giggle. She smiled a bit too, and once Ben was finished, her expression turned hard.

"I guess I better keep my side of the bargain now." She proposed. Ben's tail wagged as he started to pay attention to her. Blake looks up, breathes in, and looks back at Ben.

"…First of all, yes, I am not human. The Omnitrix scanned a sample of Faunus DNA, which is what I am." She motioned to herself. Ben tilts his head in wonder.

"You look human to me? Is…your animal part small or something?" He asks. Blake shakes her head, and she slowly brings her hands to the bow on her head. Untying it, she let it fall onto the bed, revealing a pair of black cat ears that twitched. Ben's cheeks turned a bit rosy upon seeing her somewhat embarrassed look.

"I…wear this bow in order to conceal my Faunus heritage. You probably don't know this, but the Faunus aren't exactly treated as equals between human societies." She admitted. Ben's eyes widened.

"Oh…I didn't know, sorry." He lowered his face a bit. Blake gives him a weak smile and pets his head, causing his tail to stand straight.

"It's alright." She nods. "This is something you should know though."

Looking back up, Blake closes her eyes.

"Up until recently, I was part of an organization called the White Fang, a group that was formerly known to be a Faunus Activist Group. They used to fight peacefully for the rights of the Faunus, but recently, after the change in leadership, that changed from peaceful protests, to violent attacks on anti-Faunus establishments."

Absorbing the information, Ben thinks about it, and thinks about some similarities it had between groups in the past that fought for equal rights of people of different skin colors. Nodding, he gestures her to continue on with her story.

"And regarding some of those attacks, I'm not proud to say it, but I was part of some of them." She reveals, hugging her arms while shuddering a little. "The things I've done, the thoughts I had while I was there… I thought I was doing the right thing, but I soon realized that I was wrong."

"The White Fang's influence was great, so much that it started to influence the thinking of my former partner. He was once a proud man who would stand up for what was right, and would try to resolve issues with less dangerous solutions. But now, he's changed. He's been turned into a monster by them, and by that time… I decided I had to leave." She finishes.

"I know that the White Fang pursuits in the equal treatment of both humans and Faunus, but the methods they're using now are instilling fear into the people through violence and hate, now through the peaceful and nomadic ways of the past…" Her face droops down as her arms start to shake.

"I just wish…that I could have a chance to see the White Fang in its former glory, have it go back to its peaceful roots. Killing and destruction bring nothing but despair and fear to the world and its people…" All of this talk was now starting to get to Blake.

Ben could see the girl shivering, and that a few tears were starting to drip down her cheeks. She looked drained; both mentally, and most likely physically as well. The girl that just wanted to get away from it all, and just…hide. Hide away the fear and pain, in hopes of regaining her former strength to challenge the world for her believes once more.

While listening, that was how he felt about her condition. So…as she sat there, Ben…simply gave her a deep hug.

"Blake…" He whispers as his arms wrap around her. The cat Faunus' eyes widen slightly, but they slowly close, and she returns the gesture. The two remain in this position for about a minute or so, until they both disengaged from the hug.

As they backed up, Blake gives the youth a warm smile, and gets up from the bed as she picks her bow up.

"…Thanks. For listening to me and my story. It's…nice to have someone listen to you wholeheartedly. I promise to keep your origins secret too." She smirks. Ben nods, and she waves at him.

"Well, good night." She sounds off as she leaves the room. As she closes the door, Ben simply sits in his position while processing all that they just discussed. As he lays down on his bed, the image of a disheartened Blake tugs at his chest.

 _'She looked so sad, so helpless…'_ He closed his eyes while picturing her face. As he continued to echo his memories out, his expression turns into one of seriousness as he sits up.

 _'…I want to help her.'_ He decides. _'Violence and terror are unforgivable. If she's in pursuit of a great journey like this, then it's my obligation to help her however I can.'_

Falling back down to his bed, he extends an arm into the air. Grabbing the ceiling, he then clenches his fist. Soon after, his eyes finally started to get droopy, and the first day of Ben Tennyson's journey in Remnant comes to an end…

" _That's a promise, Blake."_

* * *

And…there it starts once more.

You may notice that this Ben Tennyson is more frigid or timid...and emotional compared to Null Fairy Ben. I wanted to emphasize more of the Null Void's detrimental effect on Ben's psyche, in order to give some slight variation to him and Null Fairy Ben.

So, as a name for this Ben… How about, the Void Huntsman? I changed the design of the recalibrated Omnitrix to resemble more of an armguard/gauntlet hybrid, as compared to Null Fairy Ben's, which is more light toned and watch-like. Kinda shows the tone of seriousness between the two series. Fairy Tail is more adventurous and easy going, while RWBY is initially like that, but quickly turns to a more serious one.

Let me know what you guys think of this first chapter, and as always, please review and rate! I always wanna hear suggestions! A shoutout to Sean Bruce for developing some of the ideas for this introductory chapter!


	2. A Decision?

I didn't think this story would garner so much attention, and so quickly! My phone was vibrating constantly from all the notifications! I guess that means that the first chapter was quite successful!

So, a few things regarding some issues of Ben 10 material coming into the RWBY universe:

 **Faunus DNA**

Since the Faunus are different in traits and abilities, much like the two variants of Upchuck's Gourmand species, I think it's safe to say that it'll probably be reasonable for the Omnitrix to scan other variants of Faunus DNA, in order to have different forms. Blake is a cat-like Faunus, so maybe if he I don't know, scanned Sun or Ilia for example, a separate data entry for that type of Faunus would probably be registered into the Omnitrix's database.

 **...**

 **Grimm and the Omnitrix**

And yes, the Grimm don't exactly have DNA. Indeed they do have physical bodies, but what makes them up isn't exactly genetic material to say the least. I'd say it's more like a black essence or miasma that creates them, like when those Beowolves came from those black ponds.

 **...**

 **Dust, Aura, and Semblances**

Dust, Aura, and Semblances _may_ have some effect on the Omnitrix. Perhaps maybe some elemental enhancement if Dust was injected, or perhaps the ability to copy and register energy signatures related to a person's Aura, which in turn would register their Semblance _(if that makes any sense)_.

 **...**

 **Ben's Abilities**

Regarding Ben himself if he were to get a Semblance, in my opinion, it would most likely be his Anodite 'Spark' becoming unlocked. It would make sense, since it's a latent ability that either comes or goes. Just as how Pyrrha unlocked Jaune's Aura, it could work in a similar fashion for Ben's Anodite heritage.

 **...**

 **Weapons**

Also one more thing: Like the Null Fairy, it's likely, no, probably guaranteed that weapons are going to come across Ben's mind. Since every weapon in its unique state may intrigue him, I'd say there's a good chance at weapon development in this story as well. Just for a few people who may enjoy this!

And…that's about it. I've discussed all that I wanted to so far, so let's get on with the next chapter! Thanks again for tuning into this new story people! And of course, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading to you all! Big sister Blake is best Blake!

* * *

 **Chapter 2:** _A Decision!_

 **…**

A lot had happened since Ben Tennyson's first day in the realm of Remnant. He had first gotten attack by people, then traveled to a far off city, and then learned that a newly made friend had quite the burdens on her shoulders.

This all was quite the news to young Tennyson, but was he does about it, let's take a look, shall we?

 **…**

The first thing that went through Ben's mind was that he wanted to repay Tukson. Since he didn't have any money, the thing that came to mind was…

"Eh, you want to help around the place? Sure, I'm fine with that." Tukson nods. "Could always use some more manpower around if you know what I mean."

"You sure you want to Ben? You don't have to if you don't want to." Blake asks the boy. Ben shakes his head, and grabs a green apron that was hanging from a hook. It read out the name of the shop.

"It's the least I could do. I'd feel bad if I just freeloaded here." He replies. Tukson nods in approval and gives him a light slap to the back. Ben went breathless for a moment, but Tukson merely chuckles as he points to a few boxes.

"Well, I'll have you get started on sorting a new set of books that just came out. Sort them out by alphabetical order, or by volume if there's a series in them. I'm going to be sorting out some stuff in the back. I should be back by the counter by then after your finished." He proposes. Ben nods, and he waves the two off as he disappears into the back of the shop.

As he closes the doors, Ben finishes tying the apron around him. Blake giggles a bit. "You look like a delivery boy..."

Ben's cheeks go red as he pouts. "W-Whatever…" Smacking his cheeks, he then walks over to the desk. Blake takes out the book that she was reading yesterday, and takes a seat as Ben starts to sort out the contents of the boxes.

"Let's see here…" He mumbles. Opening the first one that was labeled 'Fantasies and Fiction', there was a modest amount of short novels and fantasy genre of books inside. Taking a few of them out, he notices that many of them were compiled into a compilation or series.

Taking five books that were labeled _"Leopards and Soulcions"_ , he carried them over to the Fantasy aisle, in which he then looked for the empty space that Tukson made.

As he continued to store away the new entries, Blake would occasionally peek a few glances at the young boy. Eventually, after he came back to gather another few books, she called him out.

"Hey Ben?" She calls. As he was going to reach into the boxes once more, his face turns to Blake's.

"What's up?" He replies. The cat Faunus puts down her book, placing a bookmark inside it.

"I've…been thinking about something for a while, even before I came to this place." She starts. "I wanted to tell you about it while I had the time."

Ben blinks in wonder, and gestures her to go on. Blake nods, and then sits upright.

"In order to achieve my goal of returning the White Fang to its former roots, I realized that I'm going to have to become stronger. In order to do so, my best option would be to apply for Beacon Academy."

The name interests Ben. "Beacon Academy? A school?"

She nods. "Schools in your home probably aren't like the ones here in Remnant. A majority, if not all of them, are facilities meant to train boys and girls into becoming Huntsmen and Huntstresses."

"Huntsmen… The people who protect others from the Grimm, right?" Ben tries to remember.

"Right. Beacon Academy is one of the best around here. I figure it would be the best place in order to learn and grow stronger. What do you think about it?" She then asks him.

Ben contemplates about the questions as he goes to sort out a few more books. As he returns, he faces Blake. "Well…"

"If it's strength you need, then yes, I'd say it's a good choice. But if you really want my opinion, just going to Beacon Academy won't give you _all_ the power you need." He starts. Blake gestures for him to go on.

"You may learn valuable knowledge and battle experiences from places like schools, but for your goal in particular, it's going to take more than that. Not only will you need power and knowledge, but also support. You won't be able to do it by yourself."

Blake takes his words to heart, nodding every so often. "…That's true. But I have no doubt that the process will be a long one. I can use the time now to develop my own skills, and then use them to start from there."

Ben smiles, nodding at the fact that she got what she was trying to say. As the two continued to talk, he eventually finished his work. As Tukson re-entered the store front, he noticed that the situation between the two seemed to be like an older sister having fun with her younger brother. He smiles at the sight, and calls out to them.

"Ben, you finished over there? I can take over from here." He calls out. Blake and Ben turn to him, with the youngster nodding as he takes off the apron. Handing it over to Takson, the man gives him a red plastic card with a black magnetic reader strip on the back and a small notation on the front.

Ben looks at the card with curiosity. "What's this?"

Tukson smirks. "That, my boy, is Lien. It's the currency used in Remnant. That card there will buy you a few goodies. It's yours to use. I'll take over the shop now, so why not use this opportunity to go explore the city?"

Ben looks at the card again, and then slips it into his pocket. Nodding, he turns towards the store door. "Sure, I'll go explore a bit then."

As he approaches the door and opens it, as he starts to walk out, Blake glances over to him.

"Don't be out for too long. It's pretty dangerous nowadays, so come back by evening." She calls out to him. Ben glances over his shoulder and nods.

"Alright! I'm going!" He then closes the door. Tukson and Blake watch as the bell rings, and the boy's silhouette disappears, and just as Blake was about to go back to her reading, Tukson gives her a smug smile.

"Really looking like a mother cat right now, Blake." He chuckles. Blake flinches as her face turns red. Glaring at him, she seemed to be hissing at the man as well.

"IT'S NOT LIKE THAT!"

* * *

 **…**

Ben was quite excited to say the least.

With all that had just happened, it was nice to have a little peace and quiet. Well, not much quiet, but some peace for the moment. After spending all that time reading up on this world, he figured that it'd be time for him to go and actually explore a little bit.

The card he currently had on him would allow him to buy a few goods, whether it be food or anything relatively modest in expense around the area. Since he already ate in the morning with Blake and Tukson, he decided to just go looking around the city for the mean time.

Where Tukson's Book Trade was located though was in the Commercial District, where it included numerous shops for the public catering to a variety of lifestyles and interests befitting its vibrant and diverse culture. There were restaurants, other book stores, some variants of bars and the like as well.

There were other districts in Vale as well, which included the upper-class, industrial, agricultural, and residential to name a few. However, there was one subject that drew Ben's attention from one of the entries…

Weapons.

Due to the natural form of the world, with all its phenomenal resources like dust and the like, many people incorporated them into their weapons and other uses of technology. That usually meant that even the simplest of weapons, like a sword or a spear, could potentially have use for an alternate mode of attack. Something like…a gun for example.

As he continued to walk down the lane he was on, as he passed by the busy street and started to enter another district, a certain sign brought his eyes up. It was that of a weapons shop, as depicted by a silver sword on the store front.

"Oh, what's this?" He wonders out loud. Reading the sign of the store, as his eyes wandered around the text, as he looked inside the storefront, the thing he saw immediately had him zoom into the doorway.

Practically slamming the door open, the reception flinches as Ben sets his eyes on a weapon on display. The person was revealed to be a middle aged old man with black hair.

"Woah! What kind of sword is that?!" He squeaks. Running up to the glass case that displayed said sword, the owner blinks a few times.

"It's a MASBS, a Multi Action Spliced Broad Sword. I see you have quite the eye, kid." He walks over to him while looking at the weapon.

The sword was primarily onyx black in color. A modestly long handle was wrapped with a gray polymorphic material, with the guard resembling a beast's head. That part appeared to have two green like sockets resembling eyes, and a hatch for some other use. The pommel was simple in design, but proved useful for giving a nice handle on the grip.

The blade edge itself was dark gray in color, with green lines near its serrated edges. If one looked closely, the weapon was actually appeared to have sectioned parts, seemingly giving away the fact that it had a transformable mechanism.

"I've never seen something like this…!" Ben's eyes were practically sparkling. The weapon wasn't too small, yet it wasn't that large either. It was a perfect fit for any kind of fighter.

"The material for that grip allows for complex maneuvers, and I can see that the blade itself seems to have another function!" He explains. The shop keep cups his chin in interest.

"Oh? You could from a glance? I thought from you're reaction that you've probably never seen a weapon like this. Where are you from, if you haven't had the opportunity to see such a beauty? Or even a multi-function weapon in general?" He asks.

Ben glances towards him. "Oh. I'm not from Vale, or rather, I'm from outside the Kingdoms."

"Really now? That's some pretty good observations then, for someone who probably never dealt with something related to Atlas or Valean tech." He compliments him. "What's your name, son?"

"Ben. Benjamin, sir!" Ben greets the man. Exchanging handshakes, the man grins as he opens the case.

"Name's Goto." He introduces himself. "Hey, why don't you have a feel?"

"A-Are you sure?" Ben asks hesitantly. Goto nods.

"Not many people these days find the ability to decipher the abilities of brilliant weapons. They're all about fancy blades, or guns that are just guns, and only that. It's the idea of mixing multiple functions…

"…that give the ideal prospect of the greatest gift of man!" Ben finishes. Goto grins.

"Exactly! Humans have evolved and survived by thinking and creating! The only way to advance, is to come up with new things! Finally, someone gets me!" He chuckles.

"Why wouldn't someone? Isn't it cool to have so many uses for a single tool?!" Ben starts. Goto nods furiously as the two begin to chatter. As the elderly man hands Ben the sword, the boy expected it to be a bit heavy.

And it was. It was quite durable for that reason, but he proposed that if he had to use it, he'd probably get used to the structure of the blade given enough time. It felt good to grip the blade.

Goto's gaze wandered to Ben's. He notices the exquisite look of his eyes, the amount of attention he displayed to the sword. He hadn't seen that in quite a while.

 _'This kid…'_ He thinks. Looking at him reminded him of himself.

"…Ben." He then calls out. As the boy swings the blade around to test it out, he stops to look over at Goto.

"Goto? What's up?" Goto holds a finger up, and proceeds to go into the back of his shop. Ben could hear the ripping of fabric, and forging of metal. A few moments later, the shop owner returns to have a black and green strap. The back of it seemed to have possessed some sort of metal like attachment.

"Ben… I want you to keep the MASBS." He reveals, making Ben go wide eyed.

"Eh?! W-why would you do that for?" He stutters in confusion. "I'm just a kid who's a fanatic over design and weaponry!"

"Yeah, and that's what I like to see!" Goto grins. "Even with all the students coming from the various schools, it's a rarity to see someone with such an eye and interest in the subject like you."

"Oh… thanks for the compliment, I guess?" Ben gulps as he chuckles sheepishly. Goto nods.

"You kind of remind myself of a younger me. With your eyes, I think you'll have a fine time discovering new elements about weaponry and the like. Vale and the rest of the world is full of exotic materials and extraordinary pieces of technology."

The mere thought ravished Ben's mind. Goto could see the look, and laughs as he hands him the piece.

"So, what is this?" He asks as he holds both items. Goto motions for Ben to hand him the blade.

"You noticed some of the details on this beauty, but I don't think you know about the last thing." He says. A question mark pops up on top of Ben's head.

"You see, most weapons these days have what you might call a collapsible form. There are many of them that either are quite large, stand out too much in the wrong places, or are dangerous to be swinging around recklessly." He reveals.

"That makes sense." Ben nods in agreement. "So, this form can contract into a smaller form?"

"That's right. You see the Grimm head on the design of the guard?" He points to it. Ben nods. "Well, if you press it, and then push it forward…"

Doing so, the weapon begins to morph. Its blade sections start to collapse into the guard, and the Grimm-like design dims as the head starts to compress itself. A few seconds passes, and as the blade contracts, the grips lowers itself.

"Oh. That _is_ quite the storable function." Ben admits.

"Right?" Holding the compressed form up, Goto reveals it to resemble a sheath, with the grip sticking out just a little in case Ben needed to take hold of it.

Goto gestures Ben to give him the other item, and once he does, the old man attaches the MASBS to it. Ben then realized it was magnetic.

"This is the weapon's compressed form. You can wear the strap around yourself for easy access to the sword." He reveals. Giving Ben the completed set, he wrapped it around like a one handed backpack. Reaching for the blade on his back, he gripped the handle with relative ease.

"To get it out of its compressed form, as you grip the handle, pull on it to release the transformative mechanism." Goto instructs as he folds his arms.

Nodding, Ben tugs at it, and as he does so, the weapon is released from the strap's magnetic grip, and sounds of metal are heard as the weapon builds itself back to its original form.

"Nice…!" He smiles as he looks at it once more. Goto nods, but then holds a finger up.

"Now, I said it was a Multi Action weapon. Guess what it has?" He grins.

Ben's eyes then sparkle. "You don't mean…!"

"Twist the pommel." He then orders.

Doing so, the blade transforms once more. The bladed section retracts, and the grip opens up to transform itself into a gun grip, complete with a trigger mechanism and everything. Ben then notices that the Grimm head opens up to reveal the sectioned blade parts, which begin to compress into a barrel like form. The head recomposes on top of it, and a glowing sight is revealed where the eye-like parts were.

"So, a Multi Action Spliced Broad Sword Gun?" Ben sounds off. Goto shrugs.

"The title doesn't usually involve the 'Gun' part. But, the rifle mechanism can switch between two modes! Either semi auto with a retractable scope, or a full auto selection with basic sights." He explains once more.

"I see… What kind of ammo does it use? Gunpowder?" Ben asks. Goto's eyebrows tilt up in confusion.

"Ammo? Wait, you haven't heard of Dust either?" Ben shakes his head.

"I've read up on Dust, but I've never exactly seen it in person." He admits. Goto nods in understanding, and after bending down underneath the register, he takes out what seemed to be a battery filled with a white powder.

"What Dust is Ben, is that it's a source of energy in Remnant. The physical properties of Dust make it incredibly useful for a variety of purposes, particularly in the weapons and other pieces of technology." He starts to explain as he shows him the container.

"Dust can come in two forms. It's either found in a condensed state as a crystal, or powdered." He continues to talk as he gestures for Ben to give the MASBS.

"Depending on the state of Dust, they can be used in a variety of forms. HOWEVER, be careful! It's highly explosive, in both crystal and powdered forms, especially for the latter." He warns. Ben gulps in understanding as he nods.

Smiling, Goto then presses a part on the Grimm head piece, opening a slot. "For this MASBS in particular, in its sword form Dust can be inserted via this slot. It's usually better to insert the Dust in a powdered state in a fuel cell, but it _can_ be inserted as a crystal whole."

"Is it bad to insert it as a crystal?" Ben asks.

"Not horribly that it'll destroy the weapon, but the raw form may cause some…accidental events to happen in terms of power." He tries to explain. Ben wondered what he was talking about.

"…So it might overload it?" He guesses. Goto motions a 'so-so' look on his face.

"Sort of. Just be careful with how much." Inserting the Dust cell, the green edge of the blade starts to glow white.

"The type of Dust can usually be categorized via elements. White is for air, blue is for water, etc., etc... Most weapons will visualize this, like the MASBS glowing white when I inserted that Air Dust cell just now."

"So the blade now has wind properties? That's pretty cool." He smirks. Goto nods, and turns the pommel, transforming it into its rifle form.

"Same goes for the rifle form. The reloadable socket for inserting Dust is located on the top portion of the Grimm head. Press this side button to open the latch and spring out the empty or old Dust, and then insert it. Once it finishes, it'll automatically close up." He continues.

The rifle form's indication of dust was the configured by the color of the sights. As Goto continues to explain to Ben about the MASBS, a very long amount of time passes.

"…And that's about it. You'll probably figure out the mechanisms all properly and such with time. Oh, there is _one_ thing I like doing that folks these days also like to do." Goto brings up.

"What's that?" Ben wonders.

"Well, how about we give that MASBS a name?" He offers. Ben blinks, and nods in confirmation after thinking about it for a minute.

"Well, let's see now…" Cupping his chin, Goto closes his eyes as he thinks. Several seconds later, his eyes shoot open as he taps his palm.

"The **Mundvridi**!"

Ben looks at the old man with a slight frown. "Er…what does it mean?"

"It's a mixture of words that translate into the phrase, 'Green World'. I think that suits both you and this weapon pretty well!"

"…Green World, huh?" Ben mutters as he takes a look at the newly named weapon. "I guess that does sound pretty good."

He then smiles. Looking out towards the store front, the two are surprised to see that the streets were darkening already. Ben turns towards the exit, and waves at Goto.

"Thanks a bunch, Goto!" He yells. The old man nods.

"Stay out of trouble, ya hear?" He responds. Ben grins, and exits the store. Goto smirks as he watches the young man leave. As he does so, he takes out a picture frame from underneath the desk of reception. A picture of a middle aged woman was shown.

"…I've meet a charming youngster, honey." He nods ever so slightly as he gives the picture a small smile…

* * *

 **…**

With Ben…

"Huff…huff…"

Running along the now quiet streets of Vale, Ben hurries to return to Tukson's shop. He shivers in the thought off facing Blake, as she specifically told him to return by evening.

"I hope she won't be mad…" He whispers with a bit of sweat dropping down his face.

Turning around a corner, Ben was starting to near the street where Tukson's place was, but as he turns to go through an alleyway, he hears an explosion coming from a nearby building.

"Huh?" He blinks, stopping momentarily.

Looking around, he sees that in a building in the distance, a man dressed in gangster like garbs gets sent flying out through a store front window, crashing the fragile material to pieces as the man lands on the floor with a thud. Ben dashes towards a nearby pole of light, waiting to see what this was all about.

"You freeze, buster!" A voice belonging to a girl suddenly calls out. Ben quickly looks to see the owner of that voice jump out of the window, and land in front of the down man.

She was a fair skinned young girl with silver eyes, and had neck length choppy black hair with red accents flowing towards the tips.

She wore a long sleeved thick black blouse with a high collar and red trim on the sleeves, a black waist cincher with red lacing up the front, and a black skirt with red trim. She also wears a pair of thick black stockings and black combat boots with red laces, red trim around the top and red soles. And to finish it all off, her outfitted was tipped with a red hooded cloak fastened to her shoulders by cross-shaped pins.

Ben's first initial thought was…

 _'…The Grim Reaper's daughter?'_ He speculated. And that thought was made sure when she took a device off from the back of her waist.

It looked like a kit or sheath of some sort he thought, but he was soon thought wrong. Opening up, the red device quickly formed into a rose red and black scythe. What Ben also noticed was that it also contained some kind of sniper rifle attachment on the long grip, making it actually…

"A High Caliber Sniper-Scythe…" He mutters. "That's so cool…!"

He continues to watch the girl as she gives the man a glare. As more of the gangster like men come out, Ben notices a man wearing a red-lined white suit with long black pants and black shoes. His accessories included a small gray scarf, black gloves with buckled sleeves, and a black bowler hat with a small feather tucked into its red band.

As the girl looks at him, she swirls her scythe around like a professional, stabbing it into the ground with a smile on her face.

"Hehe…" She utters. The orange haired man blinks, and then sighs as he glances at his henchmen.

"Okay… Well, get the girl already!" He orders.

The three additional thugs come out from the broken into shop. A majority of them were carrying swords with red blades, and as one of them came in for a front stop to stab her, she dodges it by using her weapon to hold onto as she jumps to the side. Swinging her legs in a circular motion, her boots land straight on the attacking man's right cheek, sending him flying off.

"Woah…" Ben whistles a little upon seeing that. As she completes her motion, she grabs her scythe off from the ground and lands in between the two other guards.

Noticing one behind her, Ben watches as she lifts her weapon up. He then sees a trigger on the grip of the sniper rifle portion of the weapon, in which she shoots a bullet. Surprisingly, she uses the immense recoil to make herself spin around fast enough to slap the attacker off his feet with the back end of the scythe part.

As he flies into the air, she quickly stops her motion. Lifting her weapon up, as he starts to come down, she slams the back end onto his stomach, effectively knocking him out as he lands on the floor.

"Grr…" The last man growls as he aims his rifle at the girl. Firing some initial shots, she fires another bullet from her rifle. Zooming side to side away from the close range fire, she quickly aims directly behind her, and shoots once more.

"Ha!" She yelps as she instantly closes in on him, kicking him in the chest. As he stumbles back while she flies forth, she stabs her scythe into the ground, and quickly 180s back by turning herself. Releasing its hold on the ground, she flies gracefully for a moment in the air, before landing in front of the top hat man.

"She's good…" Ben watches in awe. The girl smirks as she looks on towards the orange haired man.

He looks down at his fallen men, and sighs. "Worth every little cent. Truly, you were." He talks as though he treats them as nothing more than indecent grunts.

Taking out his cigar, he then looks towards the girl. "Well now Red, I think we can all say that this has been _quite_ the eventful evening."

Dropping it, he spins a red and black cane. Smashing it against the floor, his eyes narrow down towards her. Ben didn't like where this was heading up.

"And as much as I'd like to stay around…I can't. I'm afraid this...is where we part ways…" He says as he aims his cane at her. Ben frowns as a thought goes through his mind.

' _Argh… Don't tell me his cane is also a—'_ Interrupting his thought though was when a reticle is risen from the tip of the cane. Ben quickly dashes through, activating the Omnitrix as he's about to pull the trigger. The girl's eyes widen as a large projectile shoots out from the cane's barrel, but before she could react, a flash of green blinds them both.

"What the?!" The man croaks he covers his face with an arm. The girl does so as well, but she then hears a crystalline metallic sound in front of her. An explosion does sound off in front of her, but she notices that no bodily harm came to her.

"…Wha?" She says as she slowly opens her eyes. Looking at the figure in front of her, the girl's eyes widen a little as she flinches.

"Heh, that sure was a _blast_." Diamondhead chuckles. The girl's eyes drop a little upon hearing the bad pun.

 _'…I would wonder about him being a long lost relative, but I don't think Yang would know of any crystal guys being related to her.'_ She chuckles sarcastically.

Diamondhead looks down at the girl. "You all right?" He asks. She nods.

"Gaurgh… Just not my day…" The man groans as he opens his eyes. "And what the hell is this now, a gathering of jewels?"

The two overhear the man's voice as he proceeds to climb a ladder while grumbling. The girl looks over to an old man who struggles to walk out from the store front.

"Mind if we go after him?" She quickly asks. The old man looks at Diamondhead in wonder, but quickly nods.

"Uh huh." He simply confirms. The girl looks at Diamondhead.

"Let's go!" She says as she shoots herself forward. Diamondhead wonders if she actually learned to use that recoil, how hard she had to train to do all those moves, and wondered how heavy the thing was. Running towards the building the man was climbing up, as the girl uses some additional shots to fly up, he quickly builds a pillar of crystal to lift himself up.

Landing on the rooftop, the two land with light footsteps, making the man stop.

"Hey there, stranger. You aren't getting away that easily." She grunts. The man sighs, and as he turns around, he glares at the two.

"…Persistent, aren't you two?" He mumbles. The ground shakes for a moment, and the two gasp as a grey VTOL tiltjet aircraft flies up behind him. Shining a bright light upon the two, they watch as a hatch opens up. The man climbs into the vehicle, and takes out a red gem.

"Let's see if you two can take THIS!" He yells as he throws it at them. Quickly aiming his cane, Diamondhead grunts as he dashes in front of the girl, slamming his palms into the ground to create a wall of crystal. As he shoots another flare, it quickly makes contact with the gem, causing a devastating explosion to occur in front of them. Before it reaches them though, the two notice a blonde lady land on the building, as the crystals are a bit transparent.

"Whoo-hoo…! …Wait, what?" His celebration goes south as he witnesses the trio presenting themselves in an unharmed state. He then realizes that the woman in front of them protected the other two by generating a purple glyph that absorbed the blow.

"…Made it in time." Glynda mutters. Swiping her crop, the glyph transforms into a blast of projectiles. Diamondhead and the girl do notice the instant glance that she did behind herself.

As the purple projectiles blast the VTOL, the man grunts as he struggles to get into the pilot seat. He quickly yells something to someone inside, and as he takes control of the vehicle, the other person hurries to the front.

"…Fall." Glynda orders as she draws a giant glyph on top of the VTOL. A storm of clouds approaches suddenly, and as she swipes downward, it summons a hailing of icicles that begin to clatter against the top. Several pieces edge into the vehicle, including one that almost nails the man in the face.

"That's pretty brutal." Diamondhead comments. The girl simply nods as she continues to watch Glynda.

As the blonde prepares for another attack, her eyes narrow at the sight of golden lines appearing in the shadow of the vehicle's innards. The two behind her couldn't get a good look as Diamondhead retracts the wall of crystal, but as the person swipes an arm down, a large fireball comes crashing down.

"…!" Glynda's eyes widen as she reacts to the attack. Quickly drawing a glyph, it barely covers the area of flames, leaving embers around her and the ground.

The Petrosapien's eyes widen upon seeing the familiar attack, and as the fire wielder erupts a pillar of flames underneath her, he pushes the blonde out of the way.

"Wait!" Glynda calls out. Diamondhead ignores her as he fires a round of crystals, and then taps the Omnitrix dial.

Another flash of blinding green forces everyone to cover their eyes. The person inside the VTOL gasps upon seeing a familiar flame alien. As the girl and Glynda open their eyes, they both flinch upon seeing Heatblast.

"First a crystal guy, and now a fire man? So cool!" She cheers. Glynda's eyes widen.

 _'It's him…! The child from the footage…'_ She realizes. Heatblasts looks above, and quickly begins to fire off some blazing fireballs at the VTOL.

"Gah, keep him off us!" The man orders. The fire wielder quickly tries to counter Heatblast's attack with some of her own, but they quickly get destroyed as they come into contact with the alien projectiles.

"…Dazzling." Bringing her hands together, she produces a giant molten spear of lava, and blasts it towards them. Heatblast narrows his eyes as he brings his palms together. Concentrating a massive amount of flames in his hands, he then fires off a giant beam of flames.

The two initially struggle to defeat each other's attack, but Heatblast quickly gains the upper hand as his body starts to heat up further, forcing Glynda and the girl to back slightly.

"…Gaaah…" Losing the struggle after several more seconds, the spear shatters, and the mass of flames collides with the VTOL. The vehicle is pushed away significantly, leaving her and the man in a stalemate. The fire wielder grits her teeth, and sighs.

"…I can't match those beautiful flames just yet. Got no choice…" She mutters. Exhaling, she yells loudly as she quickly begins to throw down a spam of molten fireballs.

"Get to cover!" Heatblast orders. Glynda quickly dashs to the girl and carries her to the edge of the building, leaving Heatblast to take the full brunt of the volley. As the explosions continued on, a mass of smoke starts to take its place, leaving a devastating smoke screen by the end of it.

As the ship starts to get away, out from the smoke, Heatblast tries to smoke out a few more shots of fire, and the girl attempts to shoot away with some sniper rounds. The fire fighter manages to use the remainder of her power to deflect the projectiles, leaving the three alone as the VTOL starts to fly away.

Seeing the vehicle off in its jet mode, Heatblast clicks his tongue. "Darn."

The girl coughs a little as the smoke passes by, and after she wipes some dust off her clothes, she turns to Glynda.

"You're a Huntress, aren't you ma'am!" She asks. Heatblast overhears her, and as he turns around, he sweat drops upon seeing her practically crawling on Glynda like a koala. Her weapon was already retracted, and he could tell that Glynda was mildly annoyed.

"…How about instead of an autograph, an interrogation will be more suitable?" Glynda glares at her, making the girl squeak as her expected answer goes completely downhill. Heatblast flinches at the tone of her voice, and begins to tip toe towards the edge of the building.

"And you, you're coming with—"

"Gotta go! I'll see you later bye now hope we meet again!" Heatblast quickly yells as he blasts flames underneath him, flying away from the scene with self-created propulsion. Glynda's eye twitches, and the girl could only whimper upon seeing her annoyed face.

"…Next time then. You, you're coming with me young lady." She barks. The girl yelps, and nods in fear. Glynda glances away, and now that Heatblast was out of sight, she clicks her tongue.

"I may have not captured him here, but at least we now know he's around."

* * *

 **…**

"She's gonna kill me…"

"She's gonna kill me… She's gonna kill me… She's gonna…" Ben repeatedly utters those words as he approaches the block that Tukson's street was on. He was so late, so he was deathly afraid of what Blake's reaction would be. He didn't even have a trace of thought regarding that last battle at the moment. None at all.

Approaching the bookstore, as his footsteps echo through the streets, Blake and Tukson suddenly pops their heads out from the store front, with the cat girl obviously not having an ideal expression on her face. Ben gulps nervously as he enters the building.

As they arrive in the back, Blake taps her finger while looking at the guilty boy. "Ben, where were you?! I was worried sick!"

"W-Well, a lot happened…" Ben mumbles. Tukson looks at the boy with a neutral face for a moment, but he quickly goes back to a chuckle.

"Well, why don't you tell us all about it? That, and where you got that weapon of yours too!" He smirks at him. Blake frowns, and it was then that she noticed the Mundvridi strapped onto him.

"A weapon? Where did you get it? You didn't steal it did you?" She suddenly goes into interrogation with the young man. Ben furiously shakes his head in denial.

"No, no, no! This was a gift, honest!" He desperately tries to convince the cat girl, fidgeting a little while trying to avoid the stare from her amber eyes.

"I'll…explain what happened. Let's take a seat first." Blake gives him an unsure look, but the three take a seat, and Ben begins to recall what had happened.

He first explained about his trip to Goto's shop, and where he got into a friendly talk about weapons and creativity. He explained that the old man liked him so much, that he gave the MASBS to him as a gift. Tukson chuckles.

"Ah, old Goto? I haven't heard him chatter that much in quite a while." He tells. "And he gave you that sword, free of charge? You better be thankful."

"Yes, yes. What happened afterwards? I know that even with how long you talked with him, you still had some time to come back. Where were you then?" Blake quickly drags the conversation back.

Ben sweat drops, and then clears his throat. "Well, when I was coming back…"

He goes back into detail, with the first retelling of him going around a corner that went towards the street Tukson's place was. He then told them about the explosion, and how he encountered the girl, the thugs and the man in white.

"A man in white… That must've been Roman Torchwick." Tukson cups his chin.

"Roman Torchwick…" Ben drives that name into him. Tukson nods.

"He's been responsible for many heists around Vale these days. He's the reason why we wanted you to get back by evening. Him and his thugs rob the city at night, and they still fear into the people who come near him."

"Really?" Ben didn't know actually, which caused an uncomfortable expression on Blake's face to form.

"Don't tell me you fought him…" She hoped. Ben chuckled nervously. "Well, not by myself at least. There was this girl that was there too at the time. She had a giant high caliber sniper scythe!"

"A sniper scythe? Isn't that one of the most dangerous weapons that a person can use?" Blake asks Tukson with a worried look. He shrugs.

"Typically. The recoil in those weapons are ridiculous." He says.

"Actually, she used it to her advantage. She was practically darting around the area like some kind of reaper." Ben notes, gesturing some hand motions in memory of the girl.

"What happened though? You didn't get hurt or anything did you? Take off that strap, I need to take a look." She says as she tries to huddle herself onto Ben. The boy blushes slightly upon how close she was getting.

"I-I'm fine, Blake! I took on a form that was nearly indestructible, and when there were fire attacks coming by, I transformed into something that was immune to fire." Ben waves his hands in attempt to calm her down.

"…I'm still not convinced. What happened to Roman?" She then asks.

"He ended up getting away." Ben answers. "I tried to get back here as soon as I can though! I'm sorry!" He then bows quickly, leaving the girl to either forgive him. She was holding back the urge to pet him.

"W-Well… I can't exactly forgive you putting yourself in a dangerous position… Alright, I know. I'll be _taking you with me to Beacon." She decides. Tukson and Ben give her funny looks._

"Blake? Are you sure about that? I know you're perfectly eligible to go there, but Ben's only twelve. That's like bringing a beginning middle schooler up to a high school grade institute!"

Blake folds her arms. "I have a feeling that if I leave this situation as it is, Ben's only going to get involved with some worse stuff. I think it's better to bring him with me in order to keep him out of trouble."

Tukson was about to open his mouth to retort, but he sighs. Ben gives him a look, but the older man simply shrugs. "Once the young lady makes her mind, she's made her mind."

Ben looks at Blake, but he instantly shrinks at her determined look. "Yes ma'am…"

"That's a good boy." She nods, petting him. "I'm going to leave for the airship that brings the new applicants there soon. So we depart in a few days."

With a satisfied nod, Blake hums a little as she walks into her room. Tukson gives the boy a shrug, patting his shoulder.

"Whelp, guess you're gonna start to get involved with something big. Better buckle up." He smiles, albeit a little wary. Ben sweat drops.

"This isn't going to end well…"

* * *

 **…**

Sometime later, in an interrogation room…

 _*Smack!*_

"Young lady, I hope you understand that the actions you've done tonight will not be taken lightly." Glynda sternly says as she walks around the girl. The two were in an interrogation cell, a room with two chairs, a table, and a single bright light.

"But those guys started it!" She attempts to counter the blonde.

"And because of that, you put yourself and others in harm's way!" She quickly barks back. "If it were up to me, I would have sent you back home, with a pat on the back…

The girl's expression lights softly as Glynda looks at a screen of data, but quickly turns to a sad face upon seeing her disapproved look.

…And a slap on the wrist." She finishes, slapping the area right in front of her. The girl yelps, but Glynda sighs afterwards.

"However…there is someone who would like to meet you. Someone important, mind you. I expect you to be careful with your words." She finishes as she steps to the side.

Her eyes widen a little, as from the exit, suddenly…Ozpin enters, and holding a plate of chocolate chip cookies no less, and…a coffee mug? He smiles at the girl as he sets the plate down.

"…Ruby Rose."

Leaning down a little to glance at her face, Ozpin makes a unique expression, one that seemed to be a mixture of shock, as well as surprise.

"You have silver eyes. That is unique…" He says. Ruby didn't really know how to respond to that.

"…Uhm…"

"Anyhow! Miss Rose, where did you learn, to do this?" Ozpin suddenly raises his voice in wonder, referring to footage that was currently showing on Glynda's screen. The various moves that she performed were recorded on that device.

"S-Signal Academy, sir." She hesitates to answer.

"And they taught you how to use one of the most dangerous weapons ever designed?" He asks. Ruby raises a finger.

"Well, one teacher in particular…" She adds. Her eyes dart between looking at Ozpin, and the plate of cookies standing in front of her. While occasionally glancing at both, she slowly reaches with her arms, as if asking for permission while already attempting to eat. Seeing as they had no problem, she quickly began to devour them.

"Hm... It's just that I've only seen _one_ scythe-wielder of that skill and proficiency before. A crow. A dusty old crow at that." Oz notes. Someone would sneeze far away from there.

"Yus! Datz muh unklz!" Ruby answers as she continues to gobble on the delectable treats. Ozpin chuckles.

' _I see… Qrow, you're quite the teacher.'_ He thought. Ruby quickly wipes her mouth and swallows.

"Er…sorry. I meant to say that it was my uncle Qrow! He's a teacher at Signal Academy. I was utter garbage with the Crescent Rose before he taught me and took me under his wing. But, now I'm all— Whoosh! And wahaaa!" She playfully exaggerates.

"Yes, so I've noticed." Oz responds as he places his mug down. "But more importantly, what is an adorable little girl like yourself doing at a school meant to train seasoned warriors?"

"Hm? Well, I want to become a Huntress." She answers. Oz raises an eyebrow as he takes a seat.

"You want to slay monsters?" He asks. Ruby nods enthusiastically.

"I only have two more years of training left to do at Signal, and once I graduate from there, I plan to apply for Beacon! My sister's actually going to start there this year, and she's also trying to become one. I wanna become a Huntress to help people out cause my parents always taught us to help others so I thought 'Hey I might as well try to make a career out of it', and I mean sure the police are alright but Huntsmen and Huntresses are sooo much more exciting and romantic and cool ya know?!"

…

…

Glynda and Oz look at the good in surprise. Ruby simply blinks around, realizing she made such a bold acclaim to the two of them, but Oz merely nods.

"…Ruby, do you know who I am?" He suddenly asks. Ruby raises an eyebrow at the strange question.

"…You're Professor Ozpin. You're…the Headmaster of Beacon Academy." She tried to sound calm.

"Well then, hello there." Ozpin properly introduces himself. Ruby nods. "So… You want to come to my school?"

"…More than anything, sir." Ruby answers honestly. Ozpin smiles, and looks up at Glynda, who merely huffs as she folds her arms. Oz nods, and takes some forms out.

"Alright, sure." He answers causally. "But…a final question, Miss Rose."

Before Ruby could get to the papers, she looks back at Ozpin and Glynda. The man nods at the blonde, and she places her screen on the middle of the table. Ruby looks down, and her eyes start to remember the foreign figures that appeared in that footage.

"Regarding this figure here… What do you think of this person? What came to mind when you first laid eyes on this individual?"

Ruby looks at Oz, and then back at the screen. It occasionally paused at postings of Diamondhead and Heatblast. Seeing the hulking figure of the Petrosapien surely gave the girl one thought. As she turns it off, she gives the two a warm smile.

" _That person… I think he had the eyes of a hero!"_

* * *

Hohoho! Chapter two is complete!

Lots of great feedback coming from you guys! Loving your ideas! What do you think of the custom weapon I gave Ben? Do you think his Semblance should be his Anodite Heritage (if it ever comes to play)?

What do you think of overprotective sister Blake? I always thought she'd look like the caring type, despite being so quiet and distrusting of others in the beginning of the show.

Regarding pairs…that's a question indeed. Not really thinking it's alright to pair a 17 year old with a twelve year old. Even Ruby being with Ben is a bit sketchy. They'd definitely be like brother and sister, and would probably relate to each other as weapon fanatic buddies, like best friends.

And yeah, it looked like the Omnitrix seemingly got a whiff of Amber's energy, but I don't think that's the case. There's no way it would immediately just give him all the power, it'd be just like a data entry, a sample if you'd put it. Amber still has half of the Fall Maiden's power though.

And I've decided; regarding Lien, I decided to treat them like Rupees from Zelda. So far, there have been colors corresponding to the color of Rupees in Zelda: Breath of the Wild, with green, blue, red, gold, etc. So, I've decided to treat Lien like those!

Anyhow, that's all I wanted to say. Once again, please review and rate this story if you want. Ideas come and go when you do so, and it's always good to communicate. What do you guys think about a pairing? Let me know in the reviews! I'll see you all next time! Thanks for over 20 reviews, 50 Favorites and Follows, and already nearly 800 views! Let's keep it up!


	3. Welcome to Beacon!

Loving where this is going! Let's keep this story going strong!

So, I've been thinking about a few more factors sense you guys commentated on them, so let's talk for a bit regarding them.

 **Ben's Semblance**

I won't be aging him. That's kinda weird if you think about it. Why would unlocking his Spark suddenly make him older? And yeah, I guess it could wait until later, or maybe his Semblance could be something else entirely. Maybe some kind of movement ability or elemental properties, we'll see.

 **A Love Interest for Ben**

No OCs please. _Maaaaybe_ I could go the Shotacon route… I've…been kinda getting into that recently, don't judge plz. Kinda hard to make a pair, now that I think about it. What do you guys think? And woah there Sean Bruce, that Ben 10,000 illustration of future daughters, hoho.

 **Usage of the Omnitrix**

I've been thinking about how often Ben should use the Omnitrix. Currently, he's suspicious about Ozpin. It's kind of weird that he actually got accepted into the prestigious Beacon Academy, so something of interest must've gotten on his mind. I like the Mundvridi, and I actually do want him to use it. Maybe I could incorporate it with the aliens?

 **Blake**

Big sister Blake is best Blake. Look forward to big Sister Velvet too, as well as other overprotective elder siblings. They're my two favorite characters after all! ¯\\_(ツ)_/¯

Hohoho, might've gone a bit off topic with that last one, but alas, I've finished with what I have to say! So, without further ado, let's get to the next chapter, shall we? And of course, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading to you all! Thanks for over 45 reviews, over 70 Follows and Favorites, and nearly 2,000 views! A 11k word chapter!

I want a shirt with Chibi Velvet and Chibi Blake on it…

* * *

 **Chapter 3:** _Welcome to Beacon!_

"…Blake, I'm still not entirely sure that this is a good idea…"

Ben shakes a little as he looks out the window of the giant airship that the two, as well as many other individuals were currently riding.

This particular model of Airship was used for transport of passengers, in which case were applicants trying to become students at Beacon. They are very slow-moving and each ship had four huge, moving 'wings' that most likely couldn't support aerodynamic lift. Near the wings were stairs leading up to what may be the main part of the ship, most likely for boarding purposes. Airships are also seen with three clusters of three glowing nozzles each at the back, with another two below. Dust surely powered this vessel.

Blake and Ben were currently standing inside one of the viewing galleries, to which the youngster commentated at first while looking out the giant window.

Putting down a black suitcase, Blake giggles. "Nonsense. This'll probably be a good experience for you as well."

"…But I'm a kid, who pretty much skipped from being a middle schooler, and gone straight into high school. That doesn't exactly sound right in the ears of a normal person." He retorts.

Ben didn't had much to carry, but Tukson gave him a duffle bag, allowing him to hold a bunch of useful things. The Mundvridi's strap was now tied around Ben's waist, with the weapon itself resting behind said part.

"Yes, but this isn't Earth." Blake counters, leaving Ben to retort once more, but he was unable to find a sound replacement of words. Blake then shrugs, and carries her suitcase again.

"Why don't we check around a bit? See who's on board with us?" Ben changes the subject. Blake gazes around.

"Well…" She hesitates. Ben raises an eyebrow, and then realizes why she was glancing around.

"Oh… You don't want to attract any possible suspicion to you I guess." He surmises. The cat girl nods. "Well, let's stick together then. I'll cover for you."

"I guess that can work. Just make sure not to cause any trouble this time." She replies. Ben smiles, and they start to walk around into other parts of the airship.

Taking their luggage with them, as they exit the area and turn around a corner, immediately Ben's eyes start to wander around, gazing at the other individuals who were with them. Blake noticed that he wasn't actually at the person in specific, but rather their equipment.

"…Ben. You're doing it again." She glances down. Ben's glittering gaze zipped back to hers.

"But I can't help it! All of these weapons, armor, all that good stuff! There's so much that I could probably do to them with Upgrade…" He mutters that last sentence.

"Upgrade? Is…that another one of your aliens?" Blake questions the boy. He nods.

"Yeah. I'll tell you about it later!" He smiles. Blake couldn't help but succumb to that pure face of emotion, and pets him unconsciously. Ben frowns initially in surprise, but decides to take the gesture as they continue to walk.

As they pass by another viewing gallery, before they left the area, Ben notices a girl with long bright golden hair. He blinks a few times, before quickly wiping his eyes.

 _'Long golden hair… That must be hard to take care of.'_ He notes as the girl's figure escapes his line of sight…

* * *

 **…**

…With said girl…

"Yay! I can't believe my baby sister is coming with me to Beacon!"

The blonde gives Ruby a bear hug, making the silver eyed girl gasp in defeat as she taps her back.

"Yang… Can't breathe… Pwease staph…" She whimpers. Yang grins, and releases her sister from the clutching hold.

"But this is the best day ever!" Yang replies.

Yang was a fair-skinned young girl with lilac eyes and bright golden hair, which was faded to a pale gold at the tips with a cowlick sticking out at the top. Wearing a tan jacket that bears her lower stomach, she also wore golden brown piping and short, puffy sleeves with black cuffs that feature two gold buttons. Underneath this, she had a low cut yellow crop top with her emblem on the left breast in black.

A brown belt covered by a pleated brown piece of material reaching from hip to hip was worn around the back of her waist, with her emblem emblazoned on the right-most pleat in gold. Underneath that was a longer, white, asymmetrical piece of material reaching to her knee on the right side, as well as a pair of black mini-shorts. Wearing brown, knee-high boots and orange over-the-knee socks, the right sock was pushed down just below the knee. A lavender bandana is tied around her left knee. To complete her outfit, she wore an orange scarf, and black fingerless gloves.

That was Yang Xiao Long, Ruby's half-sister.

"This is something that makes me so proud of you!" She starts. Ruby responds with a head shake, having a reluctant look on her face.

"I don't think it was anything special though." She tries to say. Yang places her hands on her hips in a defiant pose.

"Nothing special? Whatcha mean, that was incredible!" The blonde replies instead. "You're already on a fresh start to making an image for yourself here! Everyone at Beacon's gonna think you're the bee's knees!"

She wraps an arm around Ruby, motioning over to all the other people in the room with them. The silver eyed girl frowns instead though as she pulls Yang's arm off herself.

"But I just want to be a normal girl, with normal knees!" She yelps. Yang raises an eyebrow as she folds her arms.

"Come on, aren't you excited though?" She asks. Of course, Ruby nods, but she sighs as well soon afterwards.

"Of course… But I don't want anyone to think I'm special just because I skipped two years of school. Just telling the professors at Signal earlier was really awkward ya know? Do you think Uncle Qrow would say something?" She batters a bit. Yang shrugs.

"Uncle Qrow's a different type of guy Ruby. And besides, you _are_ special!" She smiles at her as she gives her a hug with one arm. Ruby smiles, but the two turn their heads to a projector located near the window, which was beginning to sound off.

A screen pops up, and a man's voice starts to speak.

 _"The recently attempted robbery was led by Roman Torchwick, the nefarious criminal who has continued to avoid the capture of authorities. We're glad that he didn't succeed as well this time. Information regarding his whereabouts is critical, and if you have any to report, please come to the Vale Police Department. Off to you now, Lisa."_

A mugshot of Roman was shown for a moment, before flashing to another screen. Yang, Ruby, and the others watch as a news reporter stands by.

"Thanks, Cyril." A woman with white hair replies. She then coughs, before reading off a paper.

 _"Next up, we have recent news about the Faunus Protest that had recently taken place from this Saturday."_

Next to her, an image of people with various animal features appeared, carrying protest signs and attempting to perform a protest, and a nonviolent one at that.

 _"This event turned rather dark when members of the White Fang disrupted the gathering, leaving the entire area in an aura of despair. The once peaceful organization has now disrupted the…"_

Before she could finish her report, the screen blinks away, and after a few seconds, a hologram of Glynda starts to form in the various viewing galleries. Ruby, Yang, and everyone else aboard the ship watches at the Beacon Professor bows.

 _"Hello there, and welcome to Beacon Academy."_ She starts as her voice echoes throughout the ship. Yang glances at the glasses wearing woman.

"Who's that?" She tries to ask Ruby. The black and red haired girl turns in attempt to answer her, but Glynda quickly speaks once more, interrupting her.

 _"My name is Glynda Goodwitch."_ She indirectly answers her. _"You, and those among you, are a part of the rather privileged few who have received the honor of being selected into this prestigious institute of learning."_

 _"Our world is experiencing quite the incredible amount of peace, and as future Huntsmen and Huntresses, it is your duty to uphold and maintain that privilege for the people you love, and the rest of the world."_ She continues on. Yang rolls her eyes.

 _"You have demonstrated the valor needed for this dangerous and dreadful task, and now, it is our duty to provide all of you the knowledge and training needed to protect this land."_ Bowing once more, her hologram fades away, leaving everyone a bit more interested in the current situation.

Ruby gasps in awe. "That was so cool! Hey, check it out, you can see Signal from here!" Running to the front, she and Yang watch as the ever growing area of urban civilization starts to cloud their views.

"I guess home isn't that far off." Her excited nature tones down to a small smile. Yang smirks as she pats her shoulder.

"Yeah, but for now, Beacon's going to be our home." She adds. The two enjoy the view, but suddenly, the sound of someone about to vomit interrupts the peaceful moment.

A tall teenage boy with dark-blue eyes and short, messy blonde hair runs by them, clutching his mouth as he does so. Ruby notices that he wore a white diamond-shaped chest plate cut off above his lower abdomen and white spaulders with rerebraces set under them. Underneath the armor, a black short-sleeved hoodie with detached reddish-orange sleeves and a dark brown image of a bunny rabbit trimmed in white with cute black round eyes hidden was seen underneath the chest plate. He also wore blue pants with a white patch on the left knee, as well as black sneakers with "left" and "right" written in black on the respective shoes' soles.

To finish it off, he had a longsword, which was strapped to his left hip in a sheath that doubled as a collapsible shield. He whimpers as he struggles to run out of the room, most presumably the reason being as to look for a trash can or something similar to vomit out into.

"Well, the moment was fun while it lasted." Ruby shrugs. Yang nods a few times.

"…Yep. Guess the view isn't for everyone." She adds. "I wonder who we'll meet though."

"At least someone other than 'Vomit Boy'." The two agreed on that. Turning back to the view, they watch as the airships fly over a giant lake, and prepare for landing on pads in front of them…

* * *

 **…**

"…I think I'm gonna hurl."

Two boys say that as they immediately dash out from the airships. The moment the doors open, they run out, quickly running to vomit inside a trash can. As Blake exits the pad, she shakes her head in disapproval.

"Oh God…" Ben groans. The blonde next to him whimpers.

"I know, right? I didn't think my motion sickness would be this bad…" He chortles as he releases another load. Blake simply opens her book again as she waits for Ben to finish.

It takes around a good half a minute before Ben rejoins the cat girl, leaving the blonde to recover on his own. Blake pats the area behind his neck. "We gotta work on your motion sickness. All that running around finally caught up with you."

"I-I can see that…" Ben grumbles as he sluggishly walks with her. Walking at his pace, Blake joins him as they start to walk into the mainland. "Maybe I should've gone Upgrade and rested on your weapon…"

"On Gambol Shroud?" Blake asks. She glances at her weapon, which was attached to a magnetic pack on her back.

Gambol Shroud was a VBCS, or a Variant Ballistic Chain Scythe, and Blake's weapon of choice. It had a thick, gray sheath with a sharp edge, similar to that of an oversized cleaver. Although serving as a sheath, it possessed a cutting edge and could be used effectively as a weapon.

When unsheathed, it appeared to be a dark gray katana with a functioning pistol mechanism on the grip.

"Upgrade allows me to…" Ben was about to explain the properties of said alien, but before he could, an explosion makes their eyes dart over to a scene between Ruby, and another girl. A vial of red Dust lands near Ben, who picks it up.

"Dust? And what's this symbol on the bottle?" Ben glances at it. Blake looks down, and looks forward.

"Dust from the Schnee Company." She says as they walk towards the two. Ben heard of the name from a book he read at Tukson's store. He looked over at the girls as they began approach them.

 _"Unbelievable!"_

The yelling of the other girl triggers both of their eyes to look at her. The owner of said voice belonged to a pale skinned young girl with pale blue eyes and long white hair pulled back into an off-center bun tail and pinned with an icicle shaped tiara. Ben noticed that she had a crooked scar that went down her left eye in a vertical motion.

She wore a thigh-length strapless dress with a faint color gradation from white to pale blue at the hem. A small piece of black lace sits in the front of her neckline and the hem of the dress was scalloped and stitched to resemble snowflakes, with layers of white tulle under the skirt. Over this she had worn a bell sleeved bolero with the same color gradation as her dress from shoulder to wrist, lined in red and with a ruffled collar. A symbol was located on the back of her bolero.

What Ben also noted was her weapon, a sliver grey rapier mounted on her left side, presumably with Dust capabilities, as evidenced by several marked spots of color.

"This is exactly the kind of thing I was talking about!" She yells at Ruby. She was covered in soot, which was soon blown away by the wind, though it didn't take her foul mood along with her.

"I'm really, really sorry!" Ruby yelps as she pokes her fingers together in a nervous point. The girl scoffs.

"Ugh… You complete dolt! What are you even doing in a place like this?! Aren't you a little young to be attending Beacon?" She continued to yell at her. Ben looks at Blake with lazy eyes.

"See, she thinks about someone that looks younger." He says. Blake remains silent though.

"Well… I…" Ruby struggles to find the right words to speak, but the two could tell that tension was starting to build up in her eyes.

"This isn't your ordinary combat school, you know! It's not just sparring practice and games for little kids!" She rants on as she folds her arms into a lecturing mode. "We're here to fight monsters… So, watch where you're going!"

Ruby's eye twitches as a vein pops onto her forehead. Stomping the ground, she glares at her. "Hey, I said I was sorry, Princess!"

Blake suddenly pulls Ben with her, approaching the two. "Actually, it's Heiress." She then says, making the two girls glance over.

"Blake?" Ben almost trips from the sudden yanking. Blake and Ben stop in front of the two, with the cat girl holding the bottle of Dust in her hand.

"Weiss Schnee, heiress to the Schnee Dust Company, one of the largest producers of energy propellant in the entire world."

Weiss nods triumphantly as Blake hands the bottle back to Ben. He doesn't really know what to say, but he certainly didn't like her Ice Princess attitude.

"Finally! Some recognition!" She says. Ben then frowns at the bottle as he compares the quality of it to the one he saw at Goto's place.

"…But isn't the Schnee Company also the same one that's infamous for their use of otherwise controversial labor forces? I also heard about some rather questionable business partners, according to what I've read and heard about." He suddenly says, and rather causally at that. Weiss's face goes a bit red in reaction to the claim.

"What?! How dare yo—wait a minute, a child?! Why is a child here in Beacon?!" She suddenly realizes Ben's short stature. The Omnitrix Wielder sweat drops.

"Eh… There were…circumstances that brought me here." He answers vaguely, confusing Weiss. "And bringing back the topic to your family's work, can't you guys think of better ways to mine Dust without having to risk the lives of your workers? They aren't slaves you know."

"S-Slaves?!" Her face was now fully red from embarrassment. She couldn't find the right words to say, so instead she begins to dash away in rebuttal, taking the rest of her luggage along with her. Ruby gasps as she tries to reach out to her.

I'LL… I'LL MAKE IT UP TO YOU, MISS SCHNEE!" She tries to yell at her, but is duly ignored by the Ice Princess.

"…Guess I'm not the only one who's had a rough day." She mumbles. Ben pops in front of her, seemingly in the mood to get this gloomy atmosphere away.

"I guess she really left us, in her _dust_ …! Eh, get it?" Ben poorly puns again, making Blake face palm in response. Ruby however recognizes that matter of speaking.

"…Wait. That horrible punning… Are you related to that crystal/fire guy from before?" She suddenly asks. Ben's expression turns to surprise. Now that he was getting a good look at Ruby, his eyes widen in remembrance.

"…Hey, you're that girl from that other time!" Ben recognizes her finally, and turns to Blake. "Blake, this was the person who I was talking about at first, the one with that High Caliber Sniper Scythe!"

"Really now?" Blake's eyes wander onto Ruby, who flinches a little from the cat girl's stare. "I see."

"Hey, how heavy is that scythe? How were you able to manipulate the recoil into your movements?!" Ben then suddenly asks Ruby. The girl was surprised to hear someone so interested in weapons, which in turn lightened the mood around.

"Ah! You see, the Crescent Rose utilizes a high caliber sniper function that grants a vast amount of recoil. Depending on how you angle it, you can make the tightest of moves around in a fight!" Ruby quickly blabbers, now becoming interested in the weapon talking. She takes out the compressed weapon, allowing Ben to look at it in detail.

"Ah, my name is Ruby Rose by the way. Nice to meet you!" She quickly remembers to greet herself. Ben smiles.

"Oh, so that's how! Oh, my name's Ben! Ben Tennyson" Ben nods in understanding. "Man, I gotta take notes of this… Hey Blake, mind if I go around with her for a bit? Not for too long of course!"

Blake folds her arms, and simply gives the boy a smirk. "You really are the type that seems to be attracted to older women, you know. "She jokes. Ben blushes a bit, but then grins smugly.

"E-Eh?! Well, at least it's not like of one things from that book of yours! What was it called, "Ninjas of L—"

Before he could finish though, Blake's ears go red as she quickly covers Ben's mouth. She gives the boy a dirty look, scaring Ruby a bit as she takes a step back. As the other two fight with one another, she accidently bumps into a familiar 'Vomit Boy'.

"…We don't talk about that." She quickly tells Ruby. The boy groans in his muffled voice, and Blake releases her hold. Ben chuckles nervously as he glances at the cat girl.

"Hehehe… I know it's not really smutty. I'm just messing with you, Blake." He teases the amber eyed girl. Her cheeks go a bit rosy, and she sighs.

"…Tukson probably taught you that." She mumbles, and then stands up. "Well alright. You can go with Ruby and…the other Vomit Boy. Let's meet up later though alright? Don't be late this time."

"I gotcha." Blake nods, and he watches as she starts to walk off in another direction. Ben turns around, only to see Ruby comforting said Vomit Boy.

"…I don't think I'm gonna ride an airship again." He whimpers. Ben walks towards them, and he and Ruby help him up. "Ah, thanks."

"No problem, 'Vomit Boy'." The teenage boy's heart cringes from the fact of shattered pride. Ben sweat drops at the fact that she wasn't being merciful with her insults.

"Hey, what's your name?" Ben asks him. As he recovers finally, he breathes in, before looking down at him.

"Ah…finally. I'm Jaune. Jaune Arc." He greets him with a goofy smile. Ben nods as they exchange handshakes.

"Ben Tennyson." He responds. Ruby grins as well.

"And I'm Ruby Rose! Nice to meet you guys!" She greets with a bow. Jaune and Ben nod. Looking around, Ben's eyes wander to parts of the campus of Beacon.

"Hey, shouldn't we get going?" He asks. The two also look around, and literally no one is nearby. The airship behind was already gone as well, leaving no single thing around.

"…Yeah, let's get going." Jaune says awkwardly as they begin to walk together in a random direction…

* * *

 **…**

A little while later…

Jaune, Ruby, and Ben were already starting to get accustomed with one another. Walking around the campus of Beacon, they continue to chatter as time passes by.

"See? I always think that motion sickness is a common deficiency that no one these days takes seriously!" Jaune complains. Ben nods in conjuction.

"Definitely! You never know when it'll do something like throw a plane out of the air or something!" He tries to imagine. Ruby merely giggles at the two's talking. Unbeknownst to them, people were running past them in the opposite direction.

"So…what kinds of weapons do you guys have?" Jaune switches back. Ruby blinks, and slips out Crescent Rose. The blonde steps back slightly as the weapon reveals its true appearance.

"Woah! Is…that a scythe?" He blurts. Ruby nods.

"It's also a customizable, High Impact Velocity Sniper Rifle!" She utters at blinding speeds, making his eyes wander in what seemed to be crazy talk to him.

Ben then tugs his pants as she reloads a shot. "It's also a gun."

"Oh! That's cool!" He nods. "What about you?"

"Oh, me? I got this." He says as he pulls out the Mundvridi. Ruby's eyes shine as it reforms into its sword form. Jaune looks at it in awe as well.

"Oh my gosh! Is that a MASBS?! What model is it?!" Ruby squirms around Ben. The boy smiles as he swings it around.

"The latest. I got this as a gift. Oh, MASBS stands for a Multi Action Spliced Broad Sword, Jaune." Ben notes Jaune. The blonde then looks at it in detail.

"So, it's also a gun?" He guesses. Ben and Ruby smirk. Turning the pommel, the Mundvridi turns into its rifle form.

"It's also a high function rifle with both a semi-auto sniper and auto machine gun functions! Check it!" Ben brags as he hands Ruby the weapon. The girl practically drools over it as she inspects every single part.

"The sleekness! It's also the latest grade of metal! You can customize this weapon in so many ways, it's brilliant!" She reveals with a cheerful squeal. As the two continue to talk, they then turn to Jaune.

"So what've you got?" Ruby asks the blonde. Jaune blinks, and then reacts finally.

"Oh—uh, I got this sword here." He says as he unwraps it from the sheath. Ben notes the design of it.

"A longsword." He says as he moves for a closer inspection. "And a highly durable one at that. A good grip made from that blue handle as well." He notes. Jaune was speechless from his explanation.

"It's just a hand me down. My great-great-grandfather used it in the war. Oh, I also got this shield as well." Taking his sheath out, Ben and Ruby watch as he places it on. A moment later, it springs out to form a heater shield.

"Oh, that's cool! It's also a sheath and a shield!" Ruby notes.

"Cool. Hey Ruby, did you make your weapon?" Ben asks. The girl nods. Jaune reacts with a shocked expression.

"Wait, what?" He exaggerates. Ruby glances at him with a shrug.

"Of course! Signal Academy students always forge their own weapons." She reveals. Ben cups his chin in interest, with Jaune's jaw dropping a little.

"I've gotta get me some tips. Can you give me some pointers later on, Ruby?" He then asks.

"Sure!" She says. As three start to go off again, Jaune looks around with a weird expression.

"Hmm… Hey, where are we going?" He asks suddenly. Ben and Ruby then look at him with tilted heads.

"We don't know. We were following you." They both say. Jaune blinks, and he facepalms.

"…You think they have a directory? Or…maybe a food court or recognizable landmark?" Ruby struggles to hold a giggle, while Ben starts to sweat a little.

"No, I don't think so…" She finally snaps, laughing a bit. Ben cautiously looks around.

"Ah man, Blake's gonna kill me! Let's run!" He suddenly says. "I think I saw some students running back somewhere."

"Y-Yeah!" Jaune stutters as the three start to run. Ruby gulps as they try to follow some path that the others went onto. As they do though after a while, they notice a main street.

"Over there! There's an Amphitheater over there!" Ruby points out.

When arriving, new huntsmen and huntresses are deposited on a long, wide avenue leading up to what appears to be the main academy buildings and their large, impressive main doorway, which opens up to a large amphitheater surrounded by a double ring of colonnades bisected by the main avenue with the outer ring rising high over the main entrance to the academy itself. Ben and the gang strayed off, and so they hurry towards said building…

* * *

 **…**

Inside the Amphitheater…

Jaune, Ben, and Ruby enter the theater. Sighing in relief towards the sight of all the upcoming students, out from a corner in the crowd, Yang comes running out.

"Ruby, over here! I save you a spot!" She calls out.

"Oh!" Ruby glances over to her, and then back to the two boys. "Uh, gotta go! I'll see you guys after the ceremony!" Jaune tries to reach out to her as he rejoins Yang, grumbling a bit.

"…Ah great. Where am I supposed to find another nice, quirky person to talk to?" He groans. Ben pouts, pinching him.

"Hey… I'm not a quirky person? That breaks my heart!" He complains, seemingly acting hurt. Jaune naively reacts with guilt, but he then sees a growing smile on his face.

"Ah, you got me there…" He grunts. The two share a laugh, but Ben then notices Blake a bit far away.

"Well, gotta run. I see a friend in the distance, so I'll see you later!" He says as he waves away. Jaune waves back as he watches him leave, and behind him, a girl with red hair observes the two.

With Ruby and Yang, the two talk about the recent events. Yang giggles at the mentioning of Ben, wondering if the little rascal was just as she said she was. However, when she started to talk about Weiss…more trouble brewed over. Said girl appeared behind her _just_ when she was going over the part about explodies and Dust, causing another lecture from the Ice Princess to occur.

Ben stumbles around the crowd. Looking around for a while, he finds Blake quietly standing in a corner while reading her book. Smiling, he goes through the swarm of people as quickly as he could.

"Blake!" He yells. The cat girl glances over, seeing the boy pop out like a popcorn kettle. Landing next to her, she closes her book.

"Well, at least you weren't late. You didn't get into any trouble, right?" She asks. Ben nods. "Perfectly fine. Nothing to worry about."

Blake nods, and just as he places his bag down, a man's voice was heard from the stage. Ben looks up, and surprisingly, he's actually looking at him. Stepping back, the man, revealed to be Ozpin, smirks as he moves back to a microphone. As he was about to speak, Blake notices the suspicious look from Ben.

Ozpin taps the mike a few times while clearing his throat, and then stands in front of it.

 _"…Ahem. I'll…keep this brief."_

Pushing his glasses off, everyone's attention spans back to him. Noticing everyone's look, he begins anew.

 _"You have all traveled here to this location for a search of knowledge. To hone your crafts and to improve your skills, as well as obtain new ones. And I assume that once you are finished, you plan to dedicate the rest of your life into protecting the people of the world."_

The crowd initially reacts with positive chipper and chopper, but Ozpin coughs, allowing the crowd a moment to silence themselves as he moves on.

 _"However…"_

 _"All I see right now, at this very moment… is wasted energy. Energy, that is in need of proper guidance and purpose. You must assume that knowledge will free you from this, but be aware, your time at this school will prove that knowledge will only carry you so far."_

 _"For it is you, and you alone, who must take the first step."_

Allowing the people a moment to take his words to heart, after a few seconds pass, he bows, and begins to walk off stage. Glynda then appears and speaks.

"You will all gather in the ballroom tonight, and tomorrow, your initiation test will begin. I advise you to prepare now, and be ready when the time comes." She says. "You are dismissed!"

Yang gives Ruby and Weiss a strange look. "That guy…he felt a bit off."

"Like he wasn't even there almost?" Ruby guesses. Weiss wonders about the person that Ozpin is, but keeps it to herself as she and the others leave the theater.

"…That man." Ben narrows his eyes to the person who just left. Blake picks her suitcase up as he continues to look.

"What's up?" She asks. Ben shakes his head, and the two leave the Amphitheater together.

Glynda watches as everyone leaves, and once she walks off stage, and arrives in the room in which Ozpin was in, she tilts her glasses up.

"…He's here?" She simply asks. Oz shrugs as he takes a sip of coffee.

"Lucky for us. He actually tried to apply for Beacon Academy. Probably at the request of a close friend." Ozpin guesses. "All the more better for us"

Glynda gives him a scowl. "You better hope your right."

* * *

 **…**

Hours later, night time. Location: Beacon Academy's Ballroom

The Beacon Academy Ballroom serves as a temporary living area for new students. Before the initiation test, and before students are assigned proper quarters, they dwell here instead. Given that it's quite the large facility, there was plenty of space for everyone.

"Hmmm…" Ruby hums as she begins to write out a letter. She had changed into her pajamas, which consisted of a black tank top featuring a heart-shaped Beowolf design on the chest and long white pants decorated with pink roses. She also wears a black sleeping mask decorated with triangular red eyes.

As she does so, Yang rolls next to her dressed in her own night wear, which consisted of an orange tank top with her emblem on the front in red, and black boy shorts.

"This is like a one big slumber party, ain't it sis?" She grins. Ruby gives her a blank nod as she continues to write.

"Well, I don't think dad would approve of all the boys." She then says. Yang grins.

"I know _I_ do~!" Yang purrs. "And besides, didn't you say there was a boy that was younger than you? What was his name again?"

"Ben." Ruby answers. The blonde snaps her fingers. "Right, that little marshmallow!" Noticing Ruby's lack of response, she realizes that she was writing.

"What's that?" She then asks.

"A letter to my friends at Signal. They wanted to know what it was like here at Beacon." Yang gives her a Cheshire Cat smile.

"Aww, that's so adorable!" She giggles, receiving a pillow to the face from Ruby, who was now mildly annoyed.

"I didn't get to take any of them with me to Beacon. It's weird not knowing that many people here." Ruby grunts. Yang takes the pillow of her face, and lays next to her.

"Well, what about Jaune?" She suggests. He's pretty…nice. That's a friend added! Plus Ben as well!"

"Weiss basically cancels all of that out though." Ruby replies with a stale sound in her voice. "Minus 100…"

"Eh, then that just means you've made two friends, and an enemy. Nothing that can't be helped." Ruby pouts, and throws another pillow at her sister, who catches it this time.

Yang sighs, and leans with her arm. "Look, it's only been one day sis. You've got _plenty_ of time to make friends. You already got a few of them today, so you're already starting to adapt to the school life. And for all of those other friends, well…you just haven't met them yet, ya know?"

The two lay down on their sleeping bags for a moment as Ruby takes her words into meaning. I mean, she was technically right. She already made friends with Ben and Jaune, and plus, it was only the first day. She had plenty of time to do stuff.

"…I guess." She mumbles to herself, so softly that Yang couldn't hear it. As the quiet room continues to move along, Yang and Ruby hear small footsteps going around them.

"…Hm?" Ruby sits up, and she sees Ben causally walking around the place, and going towards a corner. The lad was dressed in his own nightwear, which was a dark green long-sleeve shirt, and black boy shorts.

"What's up?" Yang sits up as well, and looks in the same direction. Upon seeing Ben, her eyes flicker with a scheme all planned out. "Hey, is that the kid you were talking about?"

"Uhm, yeah?" Ruby wondered what her sister was thinking of this time.

"He looks like…he could use a cuddle!" She squeaks as she gets up. Grabbing Ruby's arm, the girl yelps as she starts to go towards him. What they then noticed was that Blake was a fair bit away from then, sitting next to a small desk that had a lit candle.

"Yang, what're you doing?!" Ruby yells, but not so loud that it disturbs the other people trying to sleep. Yang looks over her shoulder and grins.

"Come on! You can't tell me you're not interested in the reason why someone so young, even younger than you, is here at Beacon right?" She suddenly pulls a thought out. Ruby actually begins to think about it, despite how reluctant she was in coming over.

As Ben comes over near the pajama dressed Blake, he sits next to her as she reads her book. Blake smiles under the cover of her book, but she then glances over once Ben starts to fiddle with the Omnitrix.

"…Ben, what're you doing?" She asks. The boy glances over to her.

"Oh. I'm just checking out some new entries for the Omnitrix. Recently, I got a…redone of the system, which caused some changes." He tries to explain. The girl simply looks at the watch like device, but soon goes back to her reading.

Ben presses a few buttons on the Omnitrix, and some beepings were heard as he tries to input some manual commands. Carefully putting in a specific one, Ben then waits for some kind of response, but…

 _ **" _Thi_ s function is not available." **_The Omnitrix AI voices off with a low volume. Ben frowns, and tries to input the same code again, but only to get the same response.

After trying a few more times, Ben groans in irritation. _'Stupid recalibration got rid of the Master Control… Oh well. Let's check the new aliens.'_

Prior to this, Ben had tried to access the various changes the Omnitrix provided since its recalibration process. As he went through the data log, the system had told him that the number of selectable genetic entries increased by ten from his previous count of aliens.

Activating the Omnitrix, as the core spun out, he tapped a few more buttons, which then brought out a dark green screen of data.

"Alright… Genetic Display is on… Let's check out these new entries." He then looks down at the device.

"Omnitrix, display data entries enabled after system recalibration, Code 10." He utters clearly into the device. The Omnitrix beeps periodically to the keywords, and as he says the last of it, a small beep of confirmation was heard.

 _ **"** ** _Di_ splaying genetic entries unlocked subsequent to recalibration process." **_The AI responds. A few moments later, the Omnitrix dial pops back in, spins a few times, and then pops back out. Shortly after, a hologram of an unfamiliar species of alien appears.

"Hm…" Ben observes this new form. It had a blob like body, and was composed of dark green mud. Looking to the display, Ben read off the traits of this species.

"Let's see…" He starts.

 _ **"** ** _G_ enetic Sample: ID: Lenopan"**_

 _ **"** ** _Nat_ ive to the planet Squalor (taken from the latin word for grime)."**_

 _ **"** ** _B_ asic traits include: **_**Shapeshifting, Elasticity, Liquification, Size Alteration, Regeneration, Sludge Projection, and Voice Changing."**

"Oh… That's pretty cool." Ben blinks in surprise.

"What's pretty cool?"

Looking up, Ben sees Yang and Ruby looking above him. Ben yelps, and quickly deactivates the Omnitrix. The blonde giggles as Blake lowers her book.

"Ah, you're so adorable!" She crouches in front of him. Ben blushes from seeing the older girl, and glances at Ruby, as if asking 'who is this!'.

"Uhm, sorry Ben. This is my older sister, Yang." She gives him a sympathetic chuckle. Yang checks the boy out, nodding every so often.

"Fluffy brown hair; check. Adorable emerald eyes and perfectly smooth skin; check, check!" She lists off. Blake merely shakes her head as she goes back to reading. Ben practically groans upon seeing her desire to stay out of this conversation.

 _'Blake, you traitor…!'_ He whimpers inwardly. Blake turns away.

"Hey, what's that watch you got there? That looks pretty cool." Yang says as she sits cross legged in front of him. Ben opens his mouth, but he fails to utter out any words. Ruby notices this, and pulls the blonde back a little as she sits down as well.

"Yang, can't you see you're making him uncomfortable? Give him a little room for crying out loud!" She scolds her. Yang realizes how cherry Ben's face was, and how it basically cooled off as she got further from his face.

The two wait for a moment, and he finally regains his composure.

"Er… I suppose I should introduce myself. My name is Ben, Ben Tennyson." He starts. "This…is just a little gadget from back home. I'm not from around here…"

"Are you from another Kingdom?" Yang asks. He shakes his head.

"I'm from outside the Kingdoms." The two then soften their faces.

"Oh… Sorry. I didn't know." The blonde apologies while scratching her head. Ben waves it off. "It's fine, it's fine."

Ruby then notices Blake. "Oh, you're the girl that came with Ben." Hearing her words, Yang nudges her to introduce herself.

"Uhm… I think I told you my name before, but let me introduce myself properly this time. My name's Ruby Rose. Nice to meet you!" She says as she sticks her hand out for a handshake.

Blake merely stares at her hand like a cat usually does to people. "…Okay."

Ben frowns a bit, giving the cat girl a confused face. _'And you thought I was being awkward at first? Come on, no fair Blake…'_

Yang whispers into Ruby's ears. _"The hell are you doing girl?!"_

 _"I don't know, help me!"_ She whispers back in a frantic matter. Ben watches as Yang rolls her eyes, but then looks back at Blake.

"So… What's your name?" She asks with an attempt at be casual. Blake eventually moves her eyes off from her material and briefly at Yang's eyes.

"…Blake." She simply answers again with a monotone voice." Yang then motions to herself with an enthusiastic smile.

"Well Blake, I'm Yang! I'm Ruby's older sister! I…like your bow! Are…you Ben's brother or something?" She suddenly asks, making the cat girl's eyes widen a bit as she does a spit take. The two girls notice her face heating up a bit.

"Why does everyone think that…?" She mutters, but then looks back up. "We're…not related. When Ben came into Vale, I took him under my wing, and when I decided to apply for Beacon, I also decided to bring him along."

"But…he's even younger than me, and I'm only 15." Ruby states with confusion. "Er, Ben? How old are you?"

As the boy attempts to temper with the Omnitrix once more, he quickly turns back to Ruby. "Oh-Uh, I'm 12. My birthday was in late December."

"Anyways…your bow goes great with your pajamas!" Yang suddenly breaks the ice, albeit in an awkward way again. Blake's eyes slowly droop back to her book.

"…Right." She replies in one worded responses. Ben sighs as he scoots next to her.

"Blake, you're doing it again." Ben notes the girl. She narrows her eyes slightly, but bumps her body into a more comfortable position.

"…Yeah, this girl's a lost cause." Yang decides. Ben chuckles sarcastically, but Ruby then looks down at her book.

"What's that book's name?" She asks, and suddenly, Blake becomes interested. Ben's surprised that Ruby found the cat girl's weakness for books, much like his interest for weapons and the like.

"Huh?" She asked with a bewildered look on her face.

"Your book. Does it have a name? What's it about?" She continues with curiosity in her voice. Blake blinks, and lifts her book slightly.

"Well… It's about a man with two souls, each fighting for control over his body." Blake explains the summary of the current work she was reading.

"Yeah… That's real lovely…" Yang glances away with a pretend smile. Ruby however smiles as she walks a bit closer to Blake.

"Yeah, I love books. Yang used to read to me every night before bed. Stories of heroes, monsters… That's one of the reasons why I want to be a Huntress" She tells the cat girl. Blake actually giggles a bit.

"Oh? And why is that? Is it because you're hoping you'll live happily ever after?" She actually asks, now starting to have a bit of interest despite have a mocking tone in her voice. Ben silently gives Ruby a thumbs up for making Blake engage in a conversation as she continues.

"Well, I'm hoping we all will." Ruby giggles as she starts to fidget with her fingers. "Because… Ever since I was a little girl, I wanted to be just like those heroes in the books. Someone who would fight for what's right, and who would protect people who couldn't do so themselves."

The answer was actually something Blake didn't expect, so she gives the girl the attention she wanted, and lowers her book, much to Ben's surprise.

"That's…very ambitious for a child. I can't say it's a bad one, but unfortunately, the real world isn't the same as a fairy tale." She then says. Ben mentally face palms upon her attempt at disrupting Ruby's ideas and dreams of her future, but the girl remains unaltered.

"Well…maybe that's why we're here then. To make sure that fairy tale becomes a reality." Ruby suggests. The girls actually contemplate about her words, and Ben thinks of a thought.

 _'Maybe it's the job of Huntsmen and Huntresses to bring the people out of fear. To have them provide hope and have them realize that there's still a good nature of the globe that's not so corrupted.'_ An innocent hum goes through his person.

He then looks back at the group, but they all seemed to be looking at him instead, making him raise an eyebrow. He looks around for a moment, and he hides his face in embarrassment as it finally dawned on him.

"That was a nice interpretation. Good job, Ben." Blake suddenly says with a cute smile, petting Ben's head. He mumbles some incomprehensible things.

"...I said that out loud, didn't I?" He mutters. Yang grins, and grabs him into a bear hug.

"Aren't you the most adorable thing?" She giggles. Ben squirms in her grasp, and Blake suddenly feels a tug at her chest. She didn't like how close and touchy she was getting with Ben.

Before she could do anything though, Ruby pulls her sister off the boy and tries to wrestle her away. "Yang, Ben's not a body pillow!"

The two get into a comedic fight that ends up generating a dust cloud. Blake scoots next to Ben, shaking him away from Yang's charming grasp. The boy lays motionless for a second, but then breathes back into reality with a gasp.

As the two continue their bickering, Weiss starts to come over with an annoyed expression on her already tired face. Her pajamas consisted of a sky blue blouse, and her hair was untied, allowing it to flow down her back freely.

"Gah! What in the world is going on over here?! People are trying to sleep!" However, as her eyes start to adjust to the dark, she recoils back a little upon seeing the people who she was yelling at.

Yang and Weiss glare and point at each other.

"Oh no, not YOU AGAIN!"

Ruby quickly brings a fingers to her lips in fear of the other people. "Shh! Guys, she's right! People are trying to sleep!"

"Oh, now you're on my side." Weiss remarks. By now, Ben recovered, and after shaking his face, he looks forward to see the three girls. Sighing, Ben droops a little.

"Yang, you're being a little too _hot headed_. And Weiss, can you try to be _ice cold_ about this, please?" He says to them. Yang frowns, and Weiss tries to interpret his words.

"Hey, that pun's no fair! Alright, you're on!" She then grins as she sits next to Ben. Weiss's face shows an expression of shock, and Ruby merely bows in apology.

"I'm sorry. Knowing Yang, they'll probably be at it for a while… I guess you can wear earplugs while you sleep?" She hopes that satisfies her. Weiss looks at her for a second, and then sighs while shaking her head as she starts to walk away.

"This is turning into one _cold_ night." She unintentionally punned. As Yang and Ben start their pun war, Blake giggles, and blows out the candle. The two would go at it for not even ten minutes, before crashing down to slumber…

* * *

 **…**

The next day…

"…AAHH!"

Ben suddenly sits up, having cold sweat dripping down his face. His sudden yelp happens to wake up Yang, who moans a bit as she slowly sits up. Rubbing her eyes, she flinches upon seeing Ben's scared expression.

 _'Those eyes… They remind me when Ruby's mom died.'_ Yang glances at her sleeping sister. Looking back at Ben while slowing laying back down, she hopes to learn about the youngster's problem and maybe help as time passes.

Breathing heavily, Ben shakes his head, slapping his cheeks to get rid of the goosebumps. Looking around, he notices that it was nearing dawn. He looks next to him, and notices that Blake wasn't around. Getting up, after he packs his sleeping back, he makes his ways to a nearby room. A unisex locker room at that.

What he didn't know though was that two people witnessed his little episode.

One was a teenage girl with short orange hair and turquoise eyes. Her clothing was a mix and match of some sort, with different colors and themes. She wore a collared black vest that ends at her waist. Her signature emblem, a hammer with a lightning bolt, was located found on the back. Under the vest were two layers of clothing, colored red and light-blue respectively.

Underneath was a white sleeveless top that forms a tiny heart shape between her cleavage and collarbone, with a white detached sleeve on each arm. She wears matching fingerless gloves on each hand. She sports a pink skirt that starts at the waist and ends mid-thigh. Her shoes are a mix of pink and white with pink laces, displaying her emblem on their soles.

The other was a male teenager with long black hair tied into a ponytail that ends midway down his back. There was a magenta streak on the left side of his hair. His eyes matched the streak in his hair, and his clothing appeared to be influenced by Chinese culture.

His clothing consisted of a dark green, diagonally-buttoned, long-sleeved tailcoat that was red on the inside, with black and gold trimming and pink cuffs. The trimming went down the right side of his torso and formed into a black collar. He also a black long-sleeve under his suit, light tan pants and black shoes.

"Hey, Ren?"

"Yes, Nora?"

"Did you see that?" She asks, with Ben clearly in mind. Ren nods.

"I wonder what caused him to have that nightmare." Nora wonders. The magenta eyed teen wonders as well.

"Perhaps a memory of an experience with the Grimm." He mutters. Nora turns to him, and after a moment, he rubs his face away of sleep. "Well, that, or something else."

"But a kid like him, in the school? His parents must've been close with some of the teachers, or that must've been a relative of one of them and he lost his family." She guesses with a somber tone.

"Possibly. I guess we can watch over him, and maybe ask him what's wrong after getting to know him." Ren plans. Nora grins with approval as they begin to clean up their area.

Time passes, and Ben is shown being with Blake inside the locker rooms. The day was currently onto the next, which was the day of the initiation test. The students taking the test were assigned to a locker located in a unisex locker room, complete with washroom utilities. After the students ate, they spent the time after to prepare for the test. Each was given a locker to store their weapons, and any armor.

"I think you should use a rag instead of a q-tip, Blake." Ben advises. Blake gives the boy a deadpan look as she wipes the bladed part of Gambol Shroud. She wasn't going to change her mind, so Ben decided to leave the stubborn cat girl alone.

Walking further into the locker room. Ben starts to hear Weiss's voice. Peeking around a corner of lockers, he sees her talking to a girl with red hair worn in a waist length ponytail, and had light green eyeshadow around her green eyes. As a top she wore a brown overbust corset with a vertical strip of lighter brown in the centre. Additionally Pyrrha wore an elastic, black, A-line miniskirt and brown opera-length gloves on both arms, and additionally, she wore a red, ankle length sash that wrapped around her skirt.

There was a small circular bronze plate by her right hip opposite two pouches with both connected to a belt. A brown circlet adorned with a pair of small, green, teardrop-shaped emeralds on thin chains. She also sported a large bronze gorget around her neck, and a bronze bracelet on the upper half of her left arm.

"So, Pyrrha have you given any thought to whose team you would like to be on?" Weiss asks the girl in a very polite matter. "I'm sure everyone must be eager to have an opportunity to unite with a strong, well known individual, such as yourself."

Ben could tell Pyrrha was a bit hesitant to answer that question, as if all the good talk about her made the armored girl unsettled.

"Hm… Well, I'm not quite…sure." She answers. "I was planning on letting the chips fall as they would, and letting nature take its course."

"Well, I was thinking, maybe we can be on a team together." She goes for the killing blow. Pyrrha seemed to know what she was trying to do, but in order not to sound rude, she opens her mouth to voice her words, queueing Ben to come in.

"Uhm, excuse me? Does someone know where locker 340 is?" Ben peeks from the corner, interrupting Pyrrha and Weiss's talk. The snow girl grunts in slight annoyance, and Pyrrha seemed to breathe an ever so small sigh of relief.

"Oh… Hey Weiss. Who's this?" Ben approaches the duo. Pyrrha recognizes Ben from the ceremony, and introduces herself to him.

"My name is Pyrrha Nikos. A pleasure to meet your acquaintance." She bows slightly. Ben nods. "Ben Tennyson, likewise."

"Great. You don't even know who she is prior to this? Why'd they let a kid in for…?" Weiss mumbles.

"You know what else is great? Me, Jaune Arc. Nice to meet you." Jaune suddenly enters. Ben face palms, as he was about to ruin the break he gave Pyrrha.

"You again?" Weiss folds her arms and gives him a dirty look.

"Nice to meet you, Jaune." Pyrrha tries to greet him, but he pushes her out of the way, moving next to Weiss.

"Hey, overheard that little talk about me the other day ya know." He starts off with a 'confident' phrase. Ben face palms again. Weiss rolls her eyes as well.

"You have got to be kidding me." She says. Pyrrha looks at the scene, and tries to break the tension.

"Actually, I think the teams are comprised of 4 individual students each, so—"

"—yep, you don't say. Maybe if you're lucky hot-stuff, if you play your cards right maybe you can join the winning team—"

"—Jaune. Jaune please, restrain yourself." Both Ben and Weiss actually do this, surprising each other as they stand between the two.

Facing the blonde, Weiss sighs once more. "Jaune, is it? Do you have any idea who you're talking to?" She asks. Jaune raises an eyebrow.

"Not in the slightest, Snow Angel." He says. Ben would've shot him with the Mundvridi if he could. Weiss gives him a deadpan look, and then gestures to Pyrrha.

"This, is Pyrrha." She introduces her. Said girl quickly gives another hello to the two boys as she continues. "She graduated top of her class from Sanctum."

"Never heard of it." Jaune quickly replies. Ben gives the boy a livid frown, as the quick answer surprises Weiss a bit.

"Ah! Then you've heard that she's won the Mistral Tournament 4 years in a row…which is an all-time new record?" She goes for the second prestigious achievement. But…

"The what?" He simply replies. Weiss was about to break a blood vessel, so…

"She's on the front of every Pumpkin Pete's Marshmallow Flakes box!" She yells, and this time, Jaune reacts with awe. Ben however.

"...Okay, that…actually crosses my mind." Ben finally enters the talk again. "I've actually never heard of Pyrrha or that cereal."

"WHAT?! You've never heard of Pumpkin Pete's Marshmallow Flakes?!" Jaune shakes the boy. "Where have you been living, underneath a rock or something?!"

"Aaaaaaah…!" Ben eventually gets released, with Pyrrha supporting him. After shaking his head, he sighs once more.

"Well, I guess you can say that. I'm not from any of the Four Kingdoms after all." He says, much to the surprise of all three of them.

"Wait, what do you mean by t—"

 **"Would all first year students please report to Beacon Cliff for initiation? I repeat, may all first year students please report to Beacon Cliff for initiation."**

Glynda's voice interrupts their talk, and a majority of the students start to exit the locker room. Ben quickly dashes away to his locker, leaving Jaune, Pyrrha, and Weiss together.

"Um, it was nice meeting you!" Pyrrha waves at Jaune as she starts to run out of the room. Weiss follows shortly, leaving Jaune alone.

"Yeah, likewise…" He mumbles. "…Oh crap, I think I made a mistake."

"Ya think?" Ben says as he quickly returns back.

Jaune notices he was now wearing a different set of clothes. Said clothes consisted of a green one-sleeved jacket that had grey linings on the collar. He wore a black shirt underneath. Wearing a pair of grey pants with black stripes, he kept his sneakers. The Mundvridi was strapped around his upper body, with an additional belt around his waist that contained a variety of pouches.

"Come on, we need to get going!" He says, running off to the exit. Jaune stumbles to his feet, and gives chase.

"Wait for me!" He yelps… Here we go!

* * *

 **…**

Approximately an hour later…

"I see you are all here now."

As Ozpin says that, Ben gives the old man an unsure look. The main point of his new clothes was to hide the Omnitrix, or at least cover it up. As everyone approaches Beacon Cliff, Ozpin nods.

"For years, you all have trained to become warriors." He starts as he takes a sip from his coffee mug. Many people were wondering why he was drinking coffee at a time like this, but naturally, a majority were confused as to why Ben, a child, was currently with them.

"And today, your abilities will be evaluated in the Emerald Forest." He points down to the forest right beneath the cliff. Glynda then steps forward with her screen.

"Now, I'm sure many of you have heard rumors about the placement and assignment of your teams, and so, let us alleviate you about that thought, and put an end to your confusion." She starts.

"Each of you will be given a teammate… Today."

"Eh?" Ruby squeaks. Ozpin coughs.

"These teammates will be with you for the rest of your time here in Beacon. We recommend and say that it is your best interest to be paired with someone with whom you can work well with." Oz starts. Once again, Ruby makes a scared noise.

"And, that being said, the first person you come into eye contact with after landing will be your partner for the next four years." He finishes. He smiles at Ruby's psyche shattering to many pieces.

"Ha, I told ya!" Nora says as she turns to Ren. The magenta eyed teen simply shrugs.

"After you've partnered up, make your way towards the northern end of the forest. And just to let you know, you _will_ be facing opposition today. Whether they be Grimm, or anything else, do not hesitate to destroy everything in your path that gets in the way, because otherwise…"

"…You _will_ die."

Both Jaune and Ruby gulp.

"You will be graded for and through the duration of the initiation. However, our instructors will not intervene." Oz mentions. "At the end of the forest's path, you will find an abandoned temple which contains several relics. Each pair must choose one, and then return to the top of the cliff. That item will be regarded, as well as your standing. That, is what we'll grade you with." He finishes.

Oz takes a moment to let everyone sink that info in, and then he takes another sip of coffee.

"Now, are there any questions?" He asks. Immediately, Jaune raises his hand.

"Yeah, um sir—"

"Good! Now, take your positions!" Oz ignores Jaune.

On Beacon Cliff, there were sixteen launch pads. The last one was Jaune, who stood next to Ruby. The order consisted of the following after him and Ruby: Yang, a teen covered in armor Ben, Ren, Nora, a teen with gray hair, Pyrrha, Weiss, Blake, and six others.

"So uh, this thing sir… I have a question." Jaune asks as the catapults start to get launched.

"So, this landing strategy thing uh, w-what is it? Are you like dropping us off or something?" He stutters as he watches Blake and Weiss get launched off. Ozpin sips his coffee.

"Nope. You're falling down into the forest, simple as that." Ozpin answers as Pyrrha launches into the air.

"O-Oh, I see. D-do we parachutes or anything by any chance?" His voice starts to get a higher pitch as he asks that question. Once again, Ozpin shakes his head.

"Weeeeeeeeeeee!" Nora happily yells as she and the gray haired youth get launched into the forest. Jaune's face gawks from her enthusiastic response.

"Nope. You'll be using your own landing strategy." Oz answers.

Ren turns to Ben. "Hello there. My name is Lie Ren. The girl with the hammer was Nora Valkyrie, a friend of mine." He introduces himself. Ben nods.

"Likewise. Ben Tennyson, nice to meet you." Ben said as he and Ren get launched.

Ren smiles, and he slips his weapons into his sleeves. They were a pair of green FAMSPs, or Fully Automatic Machine Scythe Pistols. The name of these weapons were StormFlower.

And to be precise, Nora's weapon of choice was a DAWH, or also known as a Dual Action War Hammer named Magnhild. As the description said, it contained two forms, one was the hammer, while the other was a grenade launcher. Ben was reminded of a Nordic like feel from the orange haired girl.

Jaune chuckles nervously. "Ah… Yeah." The armored teen gets launched, and Yang winks at Ruby as she puts on a pair of aviator glasses.

"Time to ride~~~!" Yang sings as she and Ruby get launched. Jaune starts to sweat as his turn comes up.

"So, um, what exactly is a land strateGYAHAHAHAHAH!" Getting flung into the air, he screams like a sissy as he proceeds to follow the rest of the students.

Ozpin chuckles as he turns around. As he watches the 16 students fly off into the distance, he finishes the rest of his coffee. Tilting his glasses, he gives the group a rather interested smile.

"Now then, how will you all fare? And how shall you, Void Hunter?"

* * *

Let's goooooo! I'm on a roll!

What do you think about the current character relationships? Should I make the pairings more obvious, a certain blonde and redhead? I wonder how I'll be able to change the story.

What kind of weapons and other things should I add? How do you propose I should introduce the Andromeda Galaxy aliens? Should I do it like the way I did in The Null Fairy?

Anyhooooow, a question for everyone. How would a pair get to this story, without the use of something like making Ben older, or introducing an OC into the story? Also, how should I make it so that he gets access to the Ultimates, and possibly Alien Fusions?

What kind of properties should Dust have on the Omnitrix, and possibly Semblances? Let me know what you guys think!

So, that's all I wanted to say, so let's do the usual! As always, I would like it if you could rate and/or review this story. It helps me a lot, and allows me to communicate with you guys on an equal level.

 _ **[~~~~~A MAJOR QUESTION!~~~~~]**_

 _ **(SHOULD I LOOK FOR SOMEONE TO HELP PROOFREAD MY STUFF? I) (KNOW THAT SOME OF MY STUFF IS FUNKY? SHOULD I TRY TO) (LOOK FOR ONE? MAYBE CREATE A COMMUNITY ON FANFICTION) (FOR SOMETHING LIKE THAT? PLEASE ANSWER, I'M A BIT) (CONFUSED ON THIS ENTIRE PROCESS!)**_

And with that, I'll see you in the next chapter! Action comes!


	4. Initiation!

Helloooo~!

Welcome back to another chapter everyone! I can't believe how much I'm actually writing! It's like I'm on a sugar rush! But…let's calm down for a bit to discuss a few things.

 **Ultimates and Fusions**

Yes, now that I think about it, the Fusions wouldn't really appeal much. The Ultimates maybe yes, but there'd have to be a good moment to introduce the idea coming into Ben's mind. He can't just get a reasonably large time to think about such a thing, or can he?

 **Ben's older girl fetish?**

Okay, now that the guest mentioned that, I do remember Ben having a thing for older girls. That episode from Season 4, as well as Drew Saturday from Omniverse… It could work with Ruby. They might be a little bit apart from age, but in terms of other factors, they're a bit similar. Ruby's only 5 ft 2in, and the average height for a 12 year old is near that. Plus the fact that Ben's probably about to start puberty as well, so…yeah. Little tid bits of starting romance may occur in this chapter, tiny spoiler…! YES!

 **Other Pairs**

Nora and Ren are pretty much already canon, and I know a lot of people were disappointed in the lack of Arkos from the actual series. Pyrrha deserved so much more, she didn't deserve to die like that tooo…! Ugh, my heart, the feels!

 **Dust**

Thanks for letting me know about your suggestions. Dust can have a lot of effects on many things, so it'll be interesting to write how it can affect Ben and the Omnitrix, so stay tune to that.

So, with that all out of the way, onwards to the next chapter. Thanks again Sean Bruce and TheAdmiralKJ12 for your suggestions! Let's move it people! And of course, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading! Over 40k words, 3,500 views, and over 80 Follows, Reviews, and Favorites! Thanks!

* * *

 **Chapter 4:** _Initiation!_

The initiation test…had begun, and a certain sword wielding blonde was screaming like a sissy!

The Beacon Initiation…

To summarize the test was first: the students were launched from Beacon Cliff into the Emerald Forest via launch pads. When he or she managed to land in said forest of trees, if they could however, the first person they meet via eye contact would become their partner for the duration of their four years at Beacon.

Second: as pairs start to become formed, they would proceed to travel to the northern end of the forest, in which they would encounter an abandoned temple, which would have relics that each team would take with them as they returned to the Cliff. The actions they did in the forest would be the factor of grading for them.

As Ben soars through the air, he looks around in an attempt to find Blake. Narrowing his eyes while trying to cover against the force of wind, he unfortunately sees her using Gambol Shroud to zip further and further into the grassland. Using the pistol mechanism, she utilized a black ribbon around her arm to propel herself using the make-shift whip like function.

"…Does everyone use recoil to swing around like saucers or something?" The boy wonders out loud. He says this because as he looks around the other students, he sees Yang, Ruby, and Nora do just that.

Ruby used her Crescent Rose to propel herself in the air, but could've sworn she somehow turned into swarm of roses for a split second. He had to rub his eyes to make sure he wasn't being delusional, but all he saw was the same girl trying to chase after Yang.

Yang, speaking of which, was really bold with her moves. Ben had finally realized that her weapons were those two yellow bracelets on her wrists. They extended to form a pair of DRSGs, or Dual Ranged Shot Gauntlets named the Ember Celica. They covered Yang's hands and forearms, acting as arm guards. The gauntlets had a bright yellow color and the shells inside were red and orange. Each gauntlet had a holster magazine containing 12 shells, with a silver gray barrel located between the knuckles of the index and middle finger of both weapons.

Ben watched as the blonde speeded forth, using the kinetic energy released from the Ember Celica to launch herself even further. Frowning a bit, Ben wondered why so many people were reckless with their maneuverability and fighting. People like Jaune reacted in a way that seemed more normal to him.

"AAAAAAAAAAAAAAHAHAHA!" Said blonde continues to scream as he begins to lose his balance, flailing around in different directions. Ben chuckles a bit.

Noticing that his altitude was dropping, and that he and the rest of the group were starting to dawn near the trees, Ben grips the Mundvridi, extending it to its sword form. Seeing a particularly large tree, he times the perfect notion to stab the blade into it, using the still ongoing force of inertia to spin down the piece of nature. He grips the handle tightly as he begins to descend, letting the weapon do the work while all he did was lean in the direction he wanted to go in.

After several seconds, he releases the sword from the tree and jumps off of it, leaping towards a nearby tree that he then bounced off once more. He kept this up for a few more times with other nearby trees, trying to make as little noise as possible. Using the soles of his feet to push off, every time he landed, he did so with the tips. Continuing this, he neared the ground.

Landing with a tap bit of motion left, he performed a judo roll in order to stop the remaining speed, landing practically without a sound. As he stands up in the Emerald Forest, he swings the Mundvridi to get rid of any chunks of wood, and then places it back onto his back strap.

"Now then, who should I look for?"

* * *

 **…**

"OH no! Not the birdy!"

Ruby cries out for a little bird she accidentally smashed into as she flew off. As she starts to come near the forest, she took out Crescent Rose to fire a few shots, which would serve to obstruct her momentum. After she does so, she quickly reconfigures it to its scythe mode.

"Please don't cut it off, please don't cut if off…!" She repeats as she flies into a large branch. Catching onto it with the scythe's bladed end, she performs a few alley-oops before leaping off into the forest.

For Weiss, as she took her rapier, Myrtenaster out, she swipes her fingers out, and with a slash of the blade, as she begins to fall into the forest, a large light blue glyph spawns under her foot. Using it as a footstool, she uses it to safely leap into the Emerald Forest.

Ren and Nora were currently flying together. But of course, the orange haired hyperactive girl was feeling the thrill of flying, so she used her grenade launcher to give herself just a bit more air time. Ren however dives toward a tree. Doing a front flip to get a proper angle, he quickly takes out StormFlower and used their blades to spiral down the tree in a similar fashion to Ben.

Landing with a bit of a skid, the teen wipes some sawdust off his sleeves. But it wasn't for a moment until he started hearing explosions. Looking up, he sees Yang flying off as a blur in his vision out of a patch of the forest which wasn't covered in leaves.

"Guess some of us are really feeling it." He states as he begins to run off…

* * *

 **…**

"Oh no…"

Pyrrha gulps a bit as she takes her spear and shield out. They were Miló and Akoúo̱. Miló was capable of transitioning between three forms: a javelin, a Xiphos, and a rifle. Akoúo̱ was a shield.

Holding said shield out in front of her, she smashed through a couple of branches, which helped to stop her momentum. Landing on a tall tree branch with a smooth roll, she quickly switches her shield to her back, and scans the area around with her spear's rifle form.

"…I hear…screaming?" She tilts her head in wonder. Looking through her scope, in the distance, she sees Jaune continuing to fly through the air like a rag doll.

"Oh… There you are, wonder boy." She then giggles as Miló switches to its javelin form.

Taking a moment to angle the trajectory in which she would throw the orange and red weapon, as she closes an eye, she swings with her right arm, pressing the trigger of the spear right before her hand left its metal form. A shot from the spear was heard as it began to zoom in the direction of Jaune.

Pyrrha squints her eyes as she watches the spear go towards him, and after a few seconds…

 _*…Cling..!*_

"…Thank you!"

Jaune's voice echoes with sincerity, earning himself a giggle from Pyrrha as she waves at him from wherever he was pinned at in the forest, hopefully by a good spot too, haha.

"I'm sorry!" She then apologies, because she didn't know whether or not Jaune was pinned to a safe location, or that he was hurt because of her spear. Regardless, she jumps off her tree branch, and begins to go into pursuit of both her weapon and the blonde…

* * *

 **…**

 _'Gotta find Yang, gotta find Yang~~!'_

Ruby repeats this as she starts to go through the forest. After landing, the first thing she thought of was either finding her older sister, or any other person she was familiar with already. The people that came into mind were…

 _'Ugh, this is bad, really bad! What if I can't find her? I saw her using Ember Celica to blast forward, but she can't be that far from me, could she? What if someone finds her first, who do I find then?'_ Her thoughts were already starting to cram into her mind as she goes off.

Making a thought bubble, her eyes dart up in interest. _'Well, there's always Jaune… He's…nice. And also funny! But…I'm not sure he can fight well though…'_

Some scribbled images of her and Jaune show up in the cloaked girl's head, depicting said thoughts. After clearing those up with a shake of her head, she went on to the next choice.

 _'Oh, maybe Blake?'_ She then suggests as the cat girl poofs into her mind bubble. _'She's so calm and mysterious, and she likes books as well! Er…then again, she didn't seem so eager to maintain a conversation…'_

An image of Blake zipping her mouth and giving off an evil glare then appeared in her mind, prompting the girl to sigh. Finally, her slideshow of people switched to…

 _'…Wait, what about Ben?'_ She suddenly switches to a smile. _'He's cool. He's younger than me, so I don't have to feel awkward about being with an older partner!'_ She immediately frowned though.

 _'Okay…that sounded kinda weird…'_

 _'Um…let's list off his other traits. He's also interested in weapons like me, but…he also has a tendency to pun horribly like Yang. T-That doesn't make him a bad person though? He's…kinda cute when he pouts as well?'_

As she continues to draw up more traits from the youngster, as her face goes up after all her thinking, she skids. Taking a few moments to stop, a certain snow haired girl hears the sound of dirt scraping against the soles of shoes. Turning around, Ruby and Weiss give each other awkward looks as the cloaked girl stops behind her.

"…Drat." Ruby mumbles. Weiss narrows her eyes in disapproval, and she quickly turns to walk away.

"Wait! I didn't say that I didn't want you as a partner, where are you going!" She quickly says as she tries to reach out to her. As Weiss leaves off, she stumbles to the ground with a disheartened look on her face.

"But, we're supposed to be teammates…" She mutters as she kicks some dirt…

* * *

 **…**

The scene cuts off from Ruby, and briefly starts to focus on our favorite Ice Princess. As she rustles through some prickly leaves, the girl occasionally would grunt and click her tongue because of the messy environment.

"Ow! Urgh…" She groans as she wipes her dress off. Moving some dangling leaves out of the way, she continues to grumble in annoyance until she gets clear of the nearby bushes. After doing so, she gives of a sigh of relief.

"Phew…" She huffs. As she wipes the rest of the dirt off from her dress, it was that she heard the grunting of a certain blonde.

"Eh?" Looking up, she sees Jaune trying to take Miló off from the tree trunk he was pinned onto. The spearhead went through his hoodie's hood, making him dangle from pretty much a thread.

"Come on you…urgh, please, why don't you…" Jaune mumbles as he struggles to no account. Weiss takes a step forward, allowing the blonde to hear the girl. Looking down, he gasps.

"Ah…heh heh…" He chuckles nervously. Weiss shakes her head as she rolls her eyes, and she starts walking in the opposite direction she came from. Quickly going back to Ruby, the girl reluctantly grabs onto her cloak.

"By no means does this make us friends." She states, making the girl squeal as she drags her on.

"Yay! You came back!" She yelps with joy. Jaune turns to the girls with a dropped jaw.

"Hey, who's gonna help me get down from here?" He quirks. As he watches the two girls leave, he whimpers a bit. However, the rustling of leaves brings his view to the area below him

"I guess, we can." Pyrrha appears out from a bush. "Isn't that right?"

"How did you sneak up on me…?" Ben grumbles as she pulls him out as well. Jaune gives the two a raised eyebrow of confusion.

"Huh. How'd you two get together?" He asks. Ben shrugs as he and Pyrrha walk up below him.

"Don't even get me started…" He simply says. Taking Munvridi out, he aims at Pyrrha's weapon. Taking a shot at the end of the grip, it flings up into the air, effectively releasing Jaune.

"Woah!" He yelps as he begins to fall. The javelin twirls in the air for a moment, before falling down onto Pyrrha's arms. Quickly placing it back on her well, back, she walks over to the trunk to casually catch the blonde.

"…I'm not going to live this down…" He gives the girl an embarrassed look. "But, thanks."

Placing him down, Ben nods. "Whelp… I think my work is done here for now…"

"Huh?" The two turn to him. As he starts to back up, puts his hands behind him.

"If no one needs anything, I guess I'll be going…" Activating the Omnitrix, he blinds the duo with a flash of green.

"What?!" The two cover their faces with their arms as Ben starts to transform.

By the time the flash dissipated, as they opened their eyes, they blink for a second, before realizing that the boy was no longer in sight. Pyrrha tries to look around with her rifle's scope, but to her surprise, she doesn't see a trace of him.

"Huh… Where'd he go?" Jaune scratches his head. "And since when did he carry flashbangs?"

The redhead continues her search, but with a sigh of defeat, she slips her weapon back onto her back. "I don't know. I was able to sneak up on him before, but I don't sense a trace of him now."

Jaune hums, but then shrugs. "Well, I guess all we can do now is meet up later." Pyrrha nods, and the two start to walk off in another direction…

"Wait, sneak up?"

* * *

 **…**

"Falling snow comes…"

A gravelly voice hums. A few seconds passed, and suddenly, from a random tree a plant like alien emerges. He had five vine-like legs, four long fingers on his hands and flytrap-shaped flaps covering his head. He had blue colored bulbs on his shoulders. He had pods on his back that can either be used as explosives or smoke bombs. He had one green eye in the middle of his face. He wore the Omnitrix symbol on his chest and wore a black and green shirt.

"…I can't believe I forgot about **Wildvine**." The plant alien snickers. "I can't hide from people as a human, but I don't think anyone can detect a plant."

Tapping his Omnitrix dial, Wildvine reverted back into Ben. He stretches a bit, and the, after rolling the watch-like device out from his sleeve, he starts to tap a few buttons. Moments passed, and the hourglass glows.

"Omnitrix, display local area geography; Code 10." He commands. A beep was heard, and the hourglass projects a small circle of the surrounding area.

"…So, I'm currently here." He points to the center, and his finger starts to skim towards the edge. "And…we came from there. Hm… Oh, the Omnitrix is picking up two—"

 **"GRAAAAAAWOOOOOOO!"**

"Donuts." Ben curses. Deactivating the map, he lowers his arm as two bear-like creatures of Grimm start to crawl out from some bushes. They had black fur, and possessed bony spikes on their backs and arms. Their faces had white, bone-like masks with red details.

"Those are…Ursas, if I recall." Ben recalls. "…I wonder if I can scan them."

Aiming the Omnitrix at them, Ben also takes hold of Mundvridi. As the two bear like Grimm start to circle around him, the weapon unfolds into its sword form.

"Omnitrix, initiate Scan Mode and perform an area scan for uncatalogued DNA." He whispers. The device beeps a few times, and as the Ursas leap towards him, it breaks out with a yellow scanner.

Leaping up into the air, the bear like Grimms clash heads. Ben lands on top of one and slides off its back. He runs around the creatures of Grimm as the Omnitrix continues its scan.

"Why's it taking so long?" He wondered as he switched Mundvridi to its rifle mode. Pressing the Grimm head, the slot opens up. Ben quickly reaches for one of his waist pouches, and pulls out a grey Dust Cell. Inserting it, the reticle changes to a grey color as the machine gun form initiates.

The two Ursas shake their heads, and as they turn to face the boy, he smirks as he begins to unload a volley of energy bullets. The beasts roar as they attempt to scatter and dodge Ben's firing.

"Come on, are ya done yet Omnitrix?" Lifting his arm up, the yellow scanner finally finishes up, but…

 **"Scan complete. No indication of any genetic signatures were detected."**

"What?!" Ben croaks. Leaving his guard down for a moment as he looks at the device, the closest Ursa takes this opportunity to swipe at him with its razor sharp claws.

"Aaah!" Yelping, Ben quickly ducks, and then slides underneath the Grimm. The other Grimm attempts to ram him from behind, forcing Ben to drop the Mundvridi in order to dodge to the left. The weapon ends up getting whacked instead, and slaps into a tree.

"Aw man, I just got that!" He groans as he backs up. Looking around, he sighs.

"I hope no one's watching…" He says as he quickly activates the Omnitrix. Selecting his alien in a hurry, he slams the core down as the Ursas try to rush towards him again, forcing them to cover their eyes.

In a flash, Ben was replaced with another plant like humanoid alien. He had an overall green and black colored body, mostly with a flame-patterned head and root-like feet, seemingly holding rocks. His green eyes were oval shaped with points at each end with pupils copying the shape but are smaller. Also, his shoulders and head had red petals. His elbows and legs had green frills sticking out. He was taller than an average human and had a distinct rotten stench that worsened with heat.

"Aye, it's **Swampfire**!" He says with a nasally tone. Extending a palm out, out from it, a hole opens up to release ignited methane, also known as a natural flamethrower.

The attack ends up smashing against the Ursas, who end up getting pushed back into a tree. The plant alien was surprised with how much durability they had in them, and how the other seemed to be in concern for the other's wellbeing, which actually got him into thinking…

 _'Hm… Speaking of wellbeing, I wonder who my partner should be.'_ He wonders. He begins to brainstorm a list of people in his mind, and after collecting his thoughts, he begins to list them off.

 _'Well, first of all, there's Blake. I haven't actually seen her fight, but she's pretty good at observation and the likes. But…at the moment though, it doesn't seem like she'll work to the best she can at the moment. Maybe I could have her pair up with someone else so that she can learn to open herself up?'_ He suggests. He clears his mind of her while the Ursas start to recover.

 _'Next… There's Yang. Yang…oh, right. She's a bright and positive girl who's great with puns, but…her high spirited urge to hug me might actually kill me…'_ He shudders a bit. The Ursas roar, and he slams a leg into the ground.

 _'Who else… Oh, there's Ruby! She's energetic, and she's also a maniac on weapons as well! I wonder where she is.'_ He now wonders as his feet starts to dig through the ground. He continues to go on.

 _'There's also Pyrrha… But I think she's a bit interested in Jaune. The doofus doesn't even realize it.'_ He humorously comments on their relationship. By now, Swampfire's roots sprang up from the ground, wrapping the two Ursas in layers of vines.

 _'There's also…Weiss. Let's just leave it at that.'_ He says. He was actually kind of in a daze as this went on, so as he looked up, he simply blinks at the sight of the two Ursas wrapped around in his vines.

"…Oh. Whoops." He says as he pops his foot out. "Guess I overdid it."

The two Ursas whimper as he taps the Omnitrix dial. Ben quickly hops over them, and reclaims Mundvridi. Shifting back to its collapsing form, he gives the two Grimm a wink.

"Ha, see you guys later!" He waves them as he starts to run off. Unbeknownst to him however, a floating camera from far away stalked him…

* * *

 **…**

"Interesting…"

Ozpin observes the journey of all the applicants through a screen. As Glynda approaches him while holding one as well, she presses a few buttons.

"It appears our last pair has been formed, sir." She reports. "However, I have to say that some things have happened."

"Oh?" Oz continues to look down. Glynda pushes her glasses up.

"The last pair that has formed was that of Lie Ren, and Nora Valkyrie." She first announces. "But it seems like we lost sight of some of our applicants, leaving only 13 students in total remaining."

"…Which means, that one of them is going to be left unpaired. I suspect it's our patient in question." Oz responds, obviously referencing to a certain someone. Glynda didn't bother to comment on the lack of attention towards the missing three students.

"Well, that's pretty much our report. However, I have to say something about this 'Jaune Arc', though." She taps a screen showing him and Pyrrha.

"With his presence here, I expected a more professional profile of activities and abilities. Compared to Ms. Nikos, this boy looks like a trainee who just started off in basic combat operations. He's clearly a fellow that isn't ready for such a level of combat, and I don't care what his transcript says either."

"Uh huh…" Oz glances back for a moment, before looking back down.

"Well, I suppose we'll find out soon enough." She finally realized he wasn't really paying much attention to her. "At their current pace, they should be reaching the temple in a few minutes."

"Hmm." He simply replies. Glynda sighs, and begins to walk off. The man in glasses watches as two screens intrigue him. One of Weiss and Ruby, and the other, which was Ben.

"This will certainly be an interesting year, won't it Amber, Ironwood?"

* * *

 **…**

"Stop acting like you're perfect!"

Once again, Little Red Riding Hood and the Ice Princess were in the heat of arguments.

"I'm not perfect!" Weiss barks, but she does give the girl a smug smile. "At least, not yet. I'm still leagues above you."

Ruby twitches an eye. "You don't even know me…!" She says as she starts to follow the girl again. As the two start to approach a cliff side, Weiss looks around.

"Now then, where is that temple?" She asks out loud as she squints her eyes around to scan the area. Ruby continues to grumble as she catches up.

"I'm so perfect… I'm part of a major company and… Hey, Weiss?" Ruby stops muttering, and slowly speaks to the girl. Weiss sighs.

"…Yes? What is it this time?" She asks.

Ruby watches as a large black feather drops in front of her. "What's the type of Grimm that resembles a giant bird again?"

Weiss raises an eyebrow, but continues to look on. "That's basic knowledge. They're called Nevermo—"

"Well, there's one flying right up there!" Ruby interrupts her as she slaps her shoulder to make her look up. "We can hitch a ride to see from a bird's eye view.

"What?! Are you insane?!" Weiss looks at the girl as if she was crazy. Ruby merely smirks.

A Nevermore was a giant avian type of Grimm. It had features resembling those of several other bird species. Two notable examples of this were its resemblances to condors and ravens. Like other creatures of Grimm, it had a mask-like, white bony structure overlaying the upper front of its head. It also has four glowing red eyes, two on each side of its head. The headpiece also included a dorsal spine or fin, reminiscent of that on the heads of condors and some prehistoric pterosaurs.

As the giant bird like Grimm comes flying near them, Ruby reloads Crescent Rose with red Dust. Grabbing Weiss, the snow haired girl screams as she fires off several rounds into the ground, sending them flying up towards it with a glorious background of explosions.

"Here we come, birdy!" Ruby grins as they rapidly approach the bird. Going above it, they soon start to descend onto the large bird's back. Shooting one more round, Ruby pretty much stomps onto the Grimm's back, causing it to squawk as the two girls land on it.

Weiss grabs onto its feathers for dear life as the Grimm continues to fly on. "You. Are. Crazy!" She yells. "I told you this was a terrible idea!"

"We're fine!" Ruby responds through the harsh wind. "Stop worrying!"

"Worrying?! I am beyond worrying!" The snow hair girl growls. "And not in a good way!"

"Why don't we just jump then!" The scythe girl suddenly proposes, making her frown.

"NO! YOU MUST BE SUICIDAL IF YOU WANNA DO SOMETHING LIKE THAT!" She screams to the top of her lungs as she tries to look back at the girl, only to see a mass of black feathers instead. Weiss groans as she looks over her shoulder.

"…God damn it."

* * *

 **…**

"Huh, you think this is it, Pyrrha?"

Jaune and Pyrrha arrive at a small cave. The armored girl notices the drawings of scratches next to the entrance. Depicting a giant scorpion, it was surrounded in all angles by what seemed to be archers and spearman.

"Er, Jaune…" She tries to get his attention, but the blonde picks up two rocks, and grabs a modestly long stick. Sparking the two together, he smiles as the tip of it lights up.

"Come on, let's check it out!" He cheerfully says as he walks into the dark cave. Pyrrha opens her mouth to respond, but she instead sighs softly as she follows him into the landmark.

The cave itself was obviously one thing; dark. Dark, and cramped. The two stay together as the torch lights the path in front of them. Pyrrha couldn't help but not ignored that, so she took out her javelin, switching it to its sword form as they continue to go through the cave.

"…I'm not sure this is it." She nervously says. Jaune gives her a simple smile as he sighs.

"…Pyrrha. You know I appreciate everything you did for me. But, I made the torch, so…humor me for at least maybe 5 more feet?" He politely says, albeit with a joking tone.

Walking past a small stone on the bottom of the cave though, he trips. To their surprise, he appeared to have landed in some cave water, putting out the flame.

"…Ow." He grunts. As he gets up, Pyrrha seems as if she could've felt something nearby.

"…Hey Jaune, do you feel that?" She asks as she narrows her eyes around the darkness. The blonde's eyes contract for a moment

"You mean this soul crushing and ever-growing regret for this situation?" He responds. The redhead grips her weapon in response.

"…No. It's something…warm. And not the good kind." She reveals as she also takes out her shield.

"Jaune, I think something's here with us…"

* * *

 **…**

"Huh, I don't see anyone."

Yang and Blake slide down a hill to reach the abandoned temple, which was a landmark with broken ruins, and 16 pillars. The two approach them to see that there were…chess pieces. Some of them were missing though.

"Chess…pieces?" Blake says as she looks at a black rook. Yang goes the opposite way to view some of the white pieces.

"Some of them are missing. Seems like we weren't the first ones here." She guesses. Blake shrugs.

"Well, I guess we should pick one then." She suggests. Yang nods, and she turns back to the white pieces.

Looking down at a white knight piece, she smiles as she grabs it. "Hey, how about a cute horsey then?"

Blake gives her a small smile actually. "…Sure, alright." Looking around though, she was starting to get worried about Ben. She wondered where he was, and not because he was in danger, but because she was worried that he was involving himself in some incomprehensible shenanigan again.

"That wasn't too hard." Yang smirks as the two gather at the middle to look at the 'relic'.

"Well, it's not like this place is difficult to find." Blake smiles, but then looks around. "I do wonder where everyone else is though—"

 _"Kyaaaaaaaaaaaaaaaaaaaah!"_

Hearing the scream, the two turn in the direction from which it came from. Yang blinks a few times, before responding.

"Some girl's in trouble! Blake, did you hear that?" She then asks her partner. Blake was about to respond, but before she could, something caught her attention as she happened to look up.

"Hey, what should we do?" She asks. Blake doesn't respond, and simply points a finger up. Yang looks, only to suddenly see Ruby flying down towards them.

 _"Heads uuuuuuuuuuuuuup!"_

Before Yang could react though, before the arm swinging girl collides with her, Jaune's body suddenly flings against hers, knocking the two back and all the way towards a nearby tree. Blake and Yang watch as the leaves ruffle by, and the cat girl turns to her partner in question.

"Did…your sister just fall from the sky?" Blake asks.

Ruby moans as her eyes go through a daze. "Ooooh… What was that…?" Shaking her head, her attention goes towards Jaune, who coughs as he was seen dangling upside down from some of the leaves.

"Hey Ruby…" He says lazily. Ruby blinks for a moment.

"Oh, hey Jaune. Where'd you come from?" She then asks.

"So, I have to ask again… Did your sister just fall from the sky?" Blake asks once more.

"I—" Before she could speak, once more she was interrupted, this time by the falling of trees coming from the nearby area of forest.

The four look to see an Ursa walking upright while flailing its arms. It growls a few times, and they shudder their eyes upon seeing and hearing an explosion hit its back. As the Grimm falls to its death, Nora pops into the air as she falls off its neck.

"Yeehaaaaw!" She yells as she lands in front of the corpse. After dusting herself off, she looks at the dead Grimm with a sad face.

"Aww, it's broken…" She slumps over.

Ren jumps over its paw, with the group seeing that he was clearly out of breathe. The teen takes a moment to get a breather, before leaning against some of the Ursa's bony spikes as the girl observes the dead Grimm.

"N-Nora? Please…don't ever do that again." He begs. Looking up though, he darts around because she was nowhere to be seen. After looking outwards towards the abandoned temple, he sighs as he walks over.

Said orange head glitters over a white rook piece. Clearly interested by it, she grasps it and starts to dance in celebration.

 _"I'm Queen of the castle~! I'm Queen of the castle~!"_

"NORA!"

The girl giggles as the piece slides off her head and into her hand. "Hehehe, coming Ren!"

As she playfully skips over to him, Blake takes a moment to retort once more against this weird, escalating turn of events.

"Did that girl just ride all the way here on an Ursa?" She says.

"I—" And once more, Yang was cut short from her talking as the screaming of another large Grimm catches their attention.

This time, it was Pyrrha running for her dear life from a giant scorpion like Grimm. It had a jet-black exoskeleton underneath several white, bonelike plates upon its back, which were adorned with red markings along its ten eyes. A prominent feature though was a glowing golden stinger on its tail. It also had a pair of large pincers that it uses to defend itself and grab/cut into its targets. The name of this Grimm was a Deathstalker.

As it swipes its claw out, Pyrrha makes a dive, rolling away as it continues to chase her. Growing closer to the group, she sees Jaune and Ruby up on the tree.

"Jaune! She calls out. Her partner struggles to get out of the tumble of grass as Ruby jumps to join up with the group.

"Ruby! Come on, get me out of here!" He yells. Unfortunately, she had already leaped off the branch, and landed next to Yang. The blonde blinks at her sudden recovery.

"Ruby?" She smiles. Said girl chuckles as the sisters attempt to do a double high five.

"Yang!" Before they could do it though, Nora pops up between them.

 _"Nora!"_ She yells with a grin.

Blake however remains surprised as she once again points at the current scene. "Did…she just run all the way here with a Deathstalker on her tail?"

 _"OH that's it_ _! I can't take it anymore! Can we all just chill for two God forsaken seconds?!"_ Yang finally explodes as she gets the opportunity to retort. She briefly combusts into flames as her eyes turn red.

"Yang, your Semblance." Ruby pokes her cheek. Ren finally manages to come over, though he had to lean against a piece of stone while panting heavily. Nora merely giggles through this entire thing though.

Ruby however suddenly remembers something, and as she looks up, she pokes Yang's shoulder. "Um…Yang?"

"Of for the love of—"

 _"How could you leave me?!"_

Weiss's screams are heard as she struggles to hold onto the talon of the giant Nevermore. Ruby and the gang look up, with the scythe girl sighing as Yang's jaw drops.

"I said 'jump'…" She states. Blake folds her arms as she tilts her head.

"She's…gonna fall." She warns nonchalantly. Ruby waves her thought off.

"She'll be fine!" She smiles. Ren however doesn't look convinced not one bit as he finally recovers.

"Uhm…I don't think so. Cause…she's falling." He responds as he points up. And they did. Weiss…was falling, and quite fast as well. Ruby gulps.

"Oh crud." She shivers. Jaune finally stumbles out of the leaves and lands on the branch. Seeing Weiss in the air, he grins at the opportunity to make some good points with her.

So, running to get a speeding start, he quickly dives for her, giving her a princess carry as he attempts to flash a smile. Weiss continues to scream, but then stops momentarily upon seeing that she was still.

"Huh?" Noticing that she was in someone's arms, her face turns to Jaune's. The blonde grins. Bad move, boy.

"Just… _dropping_ in?" He dare punned! Weiss however looks down, which prompts him to do the same. The blonde's smile immediately does a 180 upon realizing that…

"Oh God…" He whimpers. The two grab each other, and finally, reality kicks back in as the two descend down to the floor once more. Pyrrha unconsciously breaks a stone with her foot, something that Ren took notice of as he flinches.

 _'Does she…?'_ He wonders for a second. However, the sound of Jaune's back cracking makes him turn to see the two land on the ground, with the blonde groaning in pain as Weiss stands up.

"My hero…" She utters sarcastically. Jaune whimpers as he uses his sword to stand up like a cane. "My back…"

Pyrrha continues to run away, but she eventually trips. The Deathstalker roars as it successfully smacks her away with its claw, causing the girl to land with a thud next to Ruby and the gang.

Yang nods. "Great, all we're missing is Ben now! We'll all be dead by the time he comes!"

Ruby gives her sister a grin. "Not if _I_ can help it!" She declares. Suddenly running out with a grin, Yang's eyes contract as she tries to reach out to her.

"Ruby, wait! I was joking!" She yells, though it was too late.

Ruby opens up Crescent Rose, and propels herself using a shot as the Deathstalker starts to crawl itself over to the group. Putting her arms up in an attempt to over-swing, as she was about to smash it down, the Deathstalker whacks her away with a claw with ease, pushing her back a few meters.

"Ruby!" Yang yells in fear. The girl gets up after a few seconds while groaning a bit.

"Urgh… I'm okay. D-Do-Don't worry! Totally fine!" She shouts back as she turns around with an unsure look on her face, only to see the scorpion Grimm in front of her.

"Eep!" She yelps as she launches herself back with Crescent Rose. The Deathstalker yells as it starts to chase the girl.

Putting the weapon back, Ruby attempts to run as fast as she could. Yang finally runs off in to group up with her, but as she does so, everyone looks up to see the Nevermore turning back to them.

"Watch out!" Ren yells as the Nevermore starts to flap its wings.

Launching a flurry of feathers like arrows, the projectiles start to scatter and cover up hundreds of yards as they start to land near Ruby. The scatter attack finally managed to reach its mark after a few seconds, pinning Ruby down by pinning her cloak into the ground. The attack continues onwards until it reaches Yang, who skids a little.

The feathers barely dodge the blonde girl, but they manage to trap her slightly. Yang looks over towards her sisters as she tries to get out.

"Ruby, get out of there, NOW!" She yells. Ruby tugs on her cloak in an attempt to get it out, but it was futile.

"I'm trying!" She shouts back.

The Deathstalker chatters with its front teeth as it arrives near Ruby. The girl's widen in shock as she sees its stinger starting to rear up. Yang watches in horror as it begins to slide down, yelling for her name. However, as she does so, two figures zoom pass by her.

"RUBY!"

The cloaked girl shuts her eyes as she waits for the blow to inflict upon her, but it doesn't happen. Waiting for a moment, after she notices that nothing happened, she briefly hears the sound of ice forming, before hearing it shatter, and hearing the Deathstalker yell in pain.

Opening her eyes, she goes wide eyed as she and the rest of the group have their jaws drop down in surprise. Even Weiss managed to react similarly after completing her attack, standing in shock next to Ruby.

Out of a dust cloud appeared a bipedal orange and black tiger keeping the stinger away from Ruby. He was around 8ft in height, and had a white jaw, neck, chest, neck, stomach, feet, and hands, with the hands each coming with a black claw coming out from each wrist. He wore a black shirt with green stripes, as well as black and green shorts. He wore fingerless black gloves as well as black shoes. The Omnitrix dial was located on his chest.

"W-What the?" Ruby blinks for a second.

The bipedal tiger growls at the Deathstalker, and glances over his shoulder towards Ruby.

 _"Lemme tell ya somethin' Ruby Rose, Huntress in training that wields a red and black High Caliber Sniper Scythe named Crescent Rose!_ _ **Rath**_ _is getting tired of saving your bacon for the second time!_ " He yells at the girl.

Picking up the Deathstalker by its tail, Rath pulls his arm back, and literally smacks it away into the forest. As it flies off, he turns around and plucks the feather pinning Ruby down, and tosses it away. Ruby stares at the bipedal tiger, and as her view goes up towards his chest, she vaguely starts to remember seeing that Omnitrix dial on him.

"Wait a minute, that emblem…" She mutters. Rath whiffs out air from his nose as he presses the Omnitrix dial, blinding the crowd as they start to approach them.

"Hey, that light!" Jaune retorts. "It was the same as last time! What gives?"

Finally starting to die down, the light fades enough for everyone to open their eyes, and to their shock, everyone sees Ben standing in front of Ruby instead. The black haired girl stares at the boy in front of her, and as he extends an arm out to her with a smile, her ears and cheeks turn a bit pink for a moment.

Ren and Blake just happened to notice that though.

"You alright?" He says again, reminding the two of their first meeting.

"Y-Yeah…" She replies as she takes it. Standing up, Yang quickly dashes towards her and gives her a hug.

"I'm so glad you're alright!" She cries out. However, her, and everyone else's attention immediately turns to Ben.

The boy looks up in the air to see the Nevermore starting to circle back, but as he looks down, he sees everyone's shocked reactions. He quickly sighs, scratching his head in an awkward motion.

 _'Well… I expected this. Now how am I gonna explain this though?'_ He wonders as he glances at Blake. The cat girl merely shrugs, yet in her mind she also showed some reaction to the giant feline transformation as well.

Nora was the first to break from her state, with her eyes shining as she jumps about. "That. Was. AWESOME! Can you do it again, can you do it again?!"

Nora's suddenly yelling breaks the rest of the group out from their stupor, with Ben flinching from the orange girl's zip to his face. Ruby now notices the Nevermore starting to come around, and some rustling in the forest starting to come back near them as well.

"Guys, we can all talk about this later! Let's get the relics and go!" She orders. Everyone nods, and they start to go back towards the temple.

Once they arrive, Ruby, Jaune, and Ben all go in together. Entering the circle, Jaune and Ruby approach the white rook and knight pieces respectively. Ben looks around to see only one more white piece; a queen, so he decides to take that instead. He does note that there some other pieces that were still lingering by, but he decided to brush the thought off as he rejoined the others.

As the three come back, Ren notices the Deathstalker crash out of the forest once more. He glares as it as he steps back.

"It's time we left!" He recalls. Ben and the rest group up, with Ruby being the first to leave.

Everyone follows the scythe girl, except for Yang, who takes a moment to smile at the young girl. Blake notices this, and approaches her partner.

"Yang? What is it?" She talks to the girl. Yang stares at her sister with a proud gaze, and she begins to run forth.

"Nothing." She hums. Blake wondered what she was thinking, but as she looked onwards, she sees Ben and Ruby leap onto a boulder and motion the group to stick together. Her eyes widen and she smiles in realization, and shortly leaves to join the group.

She gives Ben a warm smile in admiration for his efforts in helping someone he just met and barely knew. Not many people would do such a thing with great intensity, so she assumed that it had something to do with his past. With that in mind, she was a bit conflicted between happiness and curiosity, but she decided to hold her thoughts until after everything was over…

* * *

 **…**

A bit later…

An overhead shot showed the group heading out of the forest and into another abandoned series of structures as the Nevermore follows them from the air. They start to spread out when it passes above, concealing themselves behind some of the stone blocks with their allies as it perches on a high column and caws.

Jaune looks behind himself, and sees the Deathstalker crash through a row of trees. It looked pretty banged up, but was still kicking.

"Why isn't it dead?!" He yelps. Weiss glances at him to retort.

"The larger a Grimm is, the more power and strength it has due to it being older!" She quickly replies. Jaune frowns, but he then gasps as it starts to get closer.

"Ah, man, run everybody!" He yelps. Everyone speeds out from their hiding spots, revealing themselves to the Nevermore. The giant Grimm screeches once more as it rises into the air.

Ren looks up, and he glances at Nora as they run out. "Nora, distract it!"

Grinning while obliging his request, Nora runs out into the middle of the sloped area, dashing out from her block and jumping through the masses of feathers that the Nevermore launches out. Rolling as she avoids the last of them, she extracts Magnhild from the magnetic strap on her lower back, and starts to launch several heart topped grenade shells. They burst into pink electricity when they landed on the Nevermore, causing it to roar in pain.

It retreats shortly as some of the group starts to move onwards. As her magazine empties out, she begins to hear the footsteps of the Deathstalker. Turning around, Ren, Blake, and Ben equip their blades to slash its shell. Weiss lands next to Nora, wrapping an arm around her waist while she created a glyph. A few moments past, and she uses it to leap the both of them to safety.

Pyrrha glances back to see the three now being chased by the giant scorpion Grimm. Equipping her weapons, she stops running beside Jaune at the bridge they started on.

"Go, go!" She orders him. Crouching down, she morphs Miló to its rifle form and begins to fire at the Deathstalker, allowing Nora to pass by her. Ren jumps and rolls next to her, bringing out StormFlower to add onto the gunfire.

Upon reaching the narrow ledge, the Deathstalker swipes out in an attempt to get Blake and Ben. The two duck and quickly rejoin Pyrrha and Ren, and begin to dash across the bridge with everyone else. As they continue though, a screeching noise makes its presence next to them. Not noticing the Nevermore sweeping by, it rams through the middle of the bridge with its giant wings, forcing Ruby, Weiss, Yang, Nora, Jaune, and Ben to land closer to the central position of columns.

Blake, Ren, and Pyrrha however were stuck along on the other side with the Deathstalker. Ruby attempts to fire at the Nevermore as it tries to fly away, and Jaune and Ben look over to see the other three fighting the scorpion Grimm. Blake attempts a flurry of blade slashes with Gambol Shroud's sickle like whip, but the Deathstalker protects itself by blocking her attacks with its left claw. The gunfire from Pyrrha and Ren weren't doing much effect, and allowed it to bash Blake back with its right claw.

Ben's eyes widen as she tumbles back, landing on the floor with a pained grunt. Ren was forced to cover the girl as he dashes in front of her with StormFlower.

"Man, we gotta get over there! Those three need help!" Jaune cries out in worry. Ben and Nora dash over to the edge with him, and just when the boy was about to activate the Omnitrix, the orange haired girl gives the two a smug smile.

"Let's do this!" She says. Ben nods at her as Jaune looks down. All that was there was white fog, and the distance was too long for a normal person to leap.

"Yeah…but… I can't make that jump." He chuckles nervously.

Ben glances at him. "Give me a second. I'll get us over there in a ji—"

"No time for that!" Nora smiles diabolically, scaring the two boys as she knocks them back. Turning her grenade launcher into its completed hammer form, she jumps to the edge of the bridge.

Ben and Jaune see what she's about to do, and quickly try to yell out.

"Nora, wait!" They both yell, but it was too late. Nora cackles as she slams Magnhild into the bridge, throwing then both onto the other side.

"No, no, no, no, nooooo!" Both of the guys scream out as Nora turns around. As the end of that part of the bridge starts to collapse, she places a foot on her hammer and pulls a trigger on the grip, launching her across to slam her hammer right on the center of the Deathstalker's skull.

"NORA, SMASH!" She growls as she completes her motion. The Grimm yells in pain, and tries to stab her with its stinger. Nora notices this, and fires off another blast, slamming its head into the ground and making a slight crater.

She leaps back due to the recoil, but as she slides back to avoid the stinger that came and stabbed into the ground, she accidentally bumps Blake off the bridge. Ben's eyes pop out for a second as she sees the cat girl get flung off.

"Ah!" She yelps as she starts to fall. Ben runs over to the edge with the Omnitrix ready.

"Blake!" He shouts out in worry.

There was nothing to worry about though. As she descends down, she sees the Nevermore above her and launches her whip so that the gun's blade sunk into the edge of the bridge, circling around and leaping onto the aerial Grimm's back. She dashes all over its body, slashing the entire time, before jumping off and landing on the ruined platform at the top of the columns next to Ruby, then going over to Yang and Weiss.

"Whew…" He sighs in relief. A marble of sweat drops down his cheek as Ben turns back around.

The Deathstalker's stinger, which was still embedded the bridge, was finally pulled out by the Grimm, causing the bridge to become unstable. Jaune looks at everyone and issues an order.

"We gotta move!" He yells. Everyone nods, and they all start to rush towards it.

The Deathstalker aims a claw at Pyrrha, but she deflects it with her Akoúo shield and slashes it with her blade. The scorpion recoils and swipes at her with its other claw, but Jaune rushes in there to deflect it with his shield, knocking it back so Pyrrha can leap over and attack its face. Ren runs up firing and gets on the stinger when it tries to hit him, shooting at the base between it and the tail while Nora fires more grenades at the attacking claws, with Ben adding on with a flurry of bullets. Pyrrha hurls her javelin straight into one of the monster's ten eyes, making it throw Ren to the side in response to the sudden pain.

"Ren!" Nora cries out. Ren hits the side of a stone block hard and falls to the ground, not getting back up. Jaune, though, manages to stand and notice the stinger is hanging limply.

"Ben, Pyrrha!" He yells. The two notice what he was planning, and nod together.

"It's done!" The boy distracts the Grimm with another volley of bullets, forcing it to block with its snippers. The redhead raises her shield and hurls it like a discus, slicing the stinger off and causing it to fall into the Deathstalker's head as Pyrrha retrieves her rebounding shield. It roars in great pain as Jaune turns to Nora.

"Nora, nail it!" He orders. She nods as she runs towards Pyrrha.

"Heads up!" She yelps as she leaps up. Jumping on Akoúo, Pyrrha leaps as Nora aims her blast down to give herself a tremendous lift, and she smiles the entire way up before twirling down until her hammer slams its head into the stinger, driving the point through the Death Stalker's head and crushing the bridge beneath it.

"Talk about an _explosive_ intro!" Ben yells a pun as he and Jaune get thrown over. Nora snorts in response to it as Pyrrha spins gracefully over.

Nora fires up and away behind them as the monster falls to its doom. Jaune hits the ground on his back, Nora lands on her bottom, Pyrrha manages a crouched pose, Ben lands on his feet though about to fall over, and Ren simply walks over to them, panting and groaning until he just collapses. The other four get up and watch as the Nevermore gets continued to get peppered with firepower.

"Ack, I think they need some help." Ben grunts as he starts dashing towards the bridge. Jaune reaches out for him, but he and the rest of the group are blinded by another flash of green.

"Gah, I hate it when he does that!" he whines as he covers his eyes again.

As it disappears, the four witness a winged insectoid alien flying towards Ruby's group. He had a bug/insect body and four insect-like flat legs with two arms, whose hands were human-style ones with a black coloration, similar to fingerless gloves, and has three clawed fingers. He had four pedunculated eyes that are pretty small and green in color. These eyes were linked directly to the sides of his huge black head. His wings looked very fragile with lines on them. His limbs are a brown-greenish color and his wings are light green. The Omnitrix dial was located on his forehead. He had green and black sleeveless and legless clothing.

The four watch in wonder as it begins to fly off, but immediately, Nora's wondrous smile turns to a frown as everyone covers their noses.

"Aw man, you reek!" She yells. Ben sighs.

"I know…! That's why this guy's called **Stinkfly**!" He yells back as he starts to fly across the chasm.

Coming closer to the central tower, Stinkfly could see Yang burning through her ammo on the Nevermore. Landing a blow at its face and causing it to head right towards her, she leaps for its open maw and forces the beak wide open as she attacks.

"I! Hope! You're! Hung-ry!" She says as she punches blasts into its mouth repeatedly. Stinkfly frowns upon seeing the savage attack. She looks behind herself and jumps back from its mouth onto a ruin, causing the creature to crash into the cliffs. It screams as though it were cursing at the blonde girl.

The Nevermore recovers quickly, and Yang smiles as she spots Ruby and Blake on the broken columns with Weiss rushing in. She then notices Stinkfly above them, and she tilts her head for a moment, before realizing the Omnitrix dial on his head. She chuckles as she passes the snow girl. The avian Grimm starts to fly up once more as they get together.

Weiss however hops over to the ruin it's lifting off of and freezes the tip of its feathery tail to the ground, leaving it stuck in the same spot despite its flapping. Weiss back-flips into a snowflake-circle jump and lands on the other side, running to the group.

Blake hears the flittering of Stinkfly's wings, and smiles for a moment before she fires the pistol portion of Gambol Shroud over to Yang, and the two tighten it between the columns so Ruby can jump on the center with Crescent Rose and bend it back into Weiss' black sigil, right next to the caster. Stinkfly lands next to them, reverting back to Ben.

"Hey." He greets them. Ruby chuckles.

"You have a bug form too? That's so cool!" She starts. Weiss groans as she turns to them.

"We don't have time for this! Tell him about the plan already!" She grouches. Ruby squeaks, and Ben comes over next to her ear. She whispers a few things to him, and the boy grins.

"Oh! I think I have something we can use!" Ben says as he jumps onto Crescent Rose. Ruby turns to Weiss with a smile.

"You think you can make the shot?" She asks.

"Hmph… Can I?" the ice girl responds confidentially. A second passes, and Ben and Ruby glance at her with unsure looks.

"…Can you—"

"Of course I can!" She growls in response to both of them. Ruby narrows her eyes as she clocks Crescent Rose.

Weiss turns the circle from black to red and releases Ruby and Ben at such a speed that the ground behind her launch cracks, with rose petals flying from her ascent. With each new shot from the sniper, they get closer and closer to the trapped Grimm until her scythe catches the Nevermore's neck in its blade and causes them both to fall to the cliff wall. Weiss raises her sword and creates a series of white circles up the wall, prompting the next phase of the plan.

"On you, Ben!" Ruby shouts. He nods as he quickly activates the Omnitrix.

A slam to the core creates another flash of green, replacing Ben with a humanoid Velociraptor. He had black wheels on his feet and wore a helmet with a visor, leaving the other features of his head unknown. Whenever the visor did come up, one could see that he had a blue face, green eyes, black lips, and stripes above and on the right side of his eyes. He wears the Omnitrix symbol on his chest. He has five blue stripes on his tail, and wore a black skin tight suit with a green stripe down the center.

"OH! What's this one do?" She asks as she wraps one arm around him, with the other holding the Nevermore with Crescent Rose. Ben grins as his visor shuts down.

"Well, let's just say that this will be an exhilarating _**XLR8**_ _-tion_!" He inadvertently puns.

Ruby was about to retort whether or not that was a pun or not, but she quickly stutters back as the dinosaur like alien begins to manipulate friction to accelerate up the mountainside at blinding speeds. The girl was so shocked, because it was massively faster than her own Semblance.

"Hoooooly cooooooooow!" She screams with joy as the speedster alien starts to zoom up. Everyone one down below could see the blinding speed trail of black, blue, green, and red as the two drag the Grimm by its neck.

XLR8 shouts out as he continues to carry the weight of both Ruby and the Nevermore. As he reaches the top of the cliff, he circles up, allowing Ruby to fire one last shot using all the momentum they currently had. Releasing her hold on XLR8, she grips Crescent Rose and severs the Nevermore's head from its shoulders with a clean slice, leaving the rest of its body to start falling down to the ruins.

XLR8 does several flips into the air, before tapping his Omnitrix dial midflight. As the Nevermore's head lands on top, he lands in a crouched position, while Ruby does so as well, letting her weapon rest of her shoulder as it goes slightly into the floor. A shower of petals followed her for a moment, before dispersing into the wind.

The girls and, farther away, Jaune, Pyrrha, Nora, and Ren watch in amazement. Blake smiles at the sight of Ben standing triumphantly as he and Ruby walk to the edge of the cliff. Their hair and Ruby's cloak flow with the wind as the rose petals flow down.

"Wow…" Was all Jaune could say. Yang nudges Blake while grinning.

"Well… that was a thing!" She says, but then sighs with relief. "Let's not do that again!"

"Please…" Ren desperately agrees. Standing with smiles on their faces, Ben and Ruby give each other fist bumps as they start to descend down the cliff, and begin to return to the starting area with everyone else…

* * *

 **…**

"…And the next four…"

Faint sounds of an audience clapping are heard, growing louder and louder as the familiar voice of Ozpin was heard.

"Russel Thrush. Cardin Winchester. Dove Bronzewing. Sky Lark." Ozpin calls out. Two screens showing some of the four teens that were participating in initation with Ruby and everyone else was shown. Their portraits rearrange in order as Oz turns to them.

 _"The four of you retrieved the black bishop pieces. From this day forward, you will work together as Team CRDL, led by... Cardin Winchester!"_

The four nod in response as the audience gives off another wave of claps and cheers as they leave the stage. As they do so, Jaune, Ren, Pyrrha, and Nora begin to walk on stage.

 _"Jaune Arc. Lie Ren. Pyrrha Nikos. Nora Valkyrie. The four of you retrieved the white rook pieces. From this day forward, you will work together as Team JNPR."_

As he announces the results, Nora giggles as she gives Ren a hug. The teen smiles as Ozpin continues, and this time with a small smile.

 _"Led by… Jaune Arc!"_

Jaune blinks, and points to himself in astonishment. "H-Huh? L-Led by…?"

Oz nods. "Indeed. Congratulations, young man."

A grinning Pyrrha offers a friendly shoulder bump to Jaune and tries to hug him, but her "fine leader" gets knocked over and falls to his butt in front of the laughing audience. Jaune chuckles for a bit, and watches as Ruby's group comes along.

 _"And next…we have Blake Belladonna. Ruby Rose. Weiss Schnee, and Yang Xiao Long." The four of you retrieved the white knight pieces. From this day forward, you will work together as Team RWBY. Led by... Ruby Rose!"_

He says that as he notions toward them. Ben and Team JNPR clap together as Yang hugs Ruby.

"Oooh! I'm so proud!" She shouts. Ruby smiles, but she and the others then turn to Ben, who remains in the crowd. Staring at Ozpin, the man raises a finger.

"And finally… Due to some unforeseen incidents in the initiation, an uneven amount of placements were created. Let us give a moment of silence for those who did not pass…" He starts. Everyone does so, and Oz smiles.

"…And, without further ado, I'd like to announce a…special placement for our last guest." He says as he glances at Ben. He blinks in suspicion, but that goes away as the screens switch to his portrait.

 **"Ben Tennyson…"**

Everyone wonders who that is, and as he walks onto the stage, most of the audience besides Team RWBY and JNPR reacted with mixed looks and chatters. Ben ignores this as he stands firm in front of Ozpin.

"It's good to see you've survived this challenging task, young man." He starts. Ben merely nods, prompting him to push his glasses up as he shows the screens of both Teams RWBY and JNPR.

 _"You received the white queen piece. We would like to propose something for you regarding these other two newly created teams. Please, all of you remain here after this."_

Both teams and Ben nod. As Ozpin dismisses the crowd, it takes around a few minutes for them to leave. After they do so… Ozpin stands in front of the nine students...

* * *

 **...**

"...So."

"What's this about, Professor Ozpin?" Ren finally breaks the ice. Jaune nods in agreement. He looks at the two, and with a wave of his hand, motions for Glynda to arrive through the back stage.

"I shall explain that." She answers. Ruby gulps upon seeing the blonde, but tries to keep a straight face.

"Typically, most of you know that you must possess a certain degree of traits and requirements to apply for this Academy, yes?" She asks. Everyone glances at one another and nods in unison.

"Well, I'm sure as you know, all of you have shown us these in your recent battles, but there's always the universal one that stands out. I'm sure you know what I'm talking about." She explains. Nora raises and eyebrow in wonder, but Blake sighs.

"…Age." She says. Glynda nods.

"Indeed. It's obviously correct that individuals of a younger age should not be admitted into facilities over their heads, but…here you can see that two of the nine of you are just that. Ms. Rose, Mr. Tennyson." She glances at the two.

"…The very reason why they are here is because of me." Ozpin starts. "Normally I wouldn't do such a thing, but those two caught my eye with their unique skills and abilities."

"…Like the fact that Ben can turn into some awesome looking monsters?" Nora blurts out. Ren tries to cover her mouth in response, but Ben sighs as he slumps down.

"…I was hoping to keep it a secret." He replies. Blake looks at him with worry, but Oz raises a hand.

"Now, now, you're not in any trouble. If anything, it'll make this school year a more interesting one. I do have to be honest though. I, as well as some of our staff, are a bit curious about your transformations, but we'll save that for another time. Right now, we have to assign you your placement." He proclaims.

"But how? Everyone's already on a team." Yang answers. Oz takes a sip from his mug as she says that.

"We are aware of that, which is why we propose that he…could pair up with both teams. Not as a permanent member of course, but as an extra one that can switch in between one and the other at a due's notice." He suggests. Everyone looks at him with strange expressions, but Yang and Nora seemed to like the suggestion.

"Hey, that sounds pretty nifty!" The hammer girl chuckles. Yang grins. "Sure! Ben can have the opportunity to sleep in a room full of girls!"

Ben's face turns bright red while Blake frowns. Ozpin chuckles, and then steps forth.

"So…why don't we decide the placement of young Tennyson? How about a simple game of 'Rock, Paper, Scissors'? The team who wins can either choose from a time schedule of Monday, Wednesday, and Friday, or Tuesday, Thursday, and Sunday." He proposes. Everyone looks around, and eventually turn to Ben.

"Uhm…sure. Okay, let's go with that I guess." Ben answers with an unsure shrug. Oz nods, and notions for Ruby and Nora to come up.

"You're on, Ruby! Don't think you can have him all to yourself just cause Blake's on your team!" She smiles.

Ruby's cheek turn slightly pink upon hearing that, but luckily for her, no one noticed. Grinning, the two take their stances. Oz stands in front of them both with an arm raised.

"This will be a one on one match! The first to gain a point wins!" He yells. Nora pulls her arm back as if she were going to pull a revolver for a duel.

"On your marks. 3… 2… 1… GO!" He smacks his hand down. Ruby and Nora dramatically swing their arms out with their hand motions.

"Paper!"

"Rock!"

"…AAAAAH! Darn it!" Nora grumbles as Ruby chuckles. Ren shakes his head over this silly thing, while Pyrrha and Jaune giggle. Blake gives off a small smile as Yang nudges Ben's head.

 _'I think I'm seeing where this is starting to turn out…!'_ She says. Ruby seemed to be extra happy about winning, which prompted the blonde to get to get a thought in her mind.

"So, which shall it be, Ms. Rose? Schedule one, or number two? The choice is yours." He offers. Ruby raises her hand after a moment of thinking.

"We'll take the Monday, Wednesday, Friday time!" She responds. Ozpin nods, and Glynda types out a few things on her screen.

"Well, that's that then." Oz finishes his coffee. "Now that's everything according to plan, and that night is soon approaching us, I suggest you now go to your dorms to rest for the first day of classes. Your Scrolls will give you every piece of information you require for now. You are dismissed."

With smiles on their faces, Team… RWB(B)Y and JNP(B)R start to exit the auditorium. As Oz watches them leave, he takes out a Scroll of his own. He smiles at the people watching through it.

"Now then, won't this be an interesting year everyone?" He ends as the screen fades away… One thing was certain, this year was going to be full of surprises!

* * *

Now then…wasn't that a good chapter?

Okay, I think I'll take a little break lol. It's soooo good to write so much though, it brings pleasure to see the word count go so high when I look on the bottom of my screen.

Upgraded Penny looks pretty sick to imagine! What do you think about upgrading Team RWBY's and JNPR's weapons, how would that go out? Let me know in the reviews!

So, without further ado, let me say my usual rambling again! Please rate/review this chapter, it helps me a lot, and allows me to talk to you guys and get ideas!

So, here's to the next chapter! Cheers! **Hey, I got put into someone's community!**


	5. Classes and Boggles!

PROTECT THE BUNNY WAIFU! And no Sean, separate beds please!

Alright, I said that I was going to have some time off before making the next chapter, but…you can see how that went off. I guess that just means I'm either really hyped up, or really bored? Regardless, another chapter for you all!

Well, let's get started.

 **Andromeda Galaxy Aliens**

Yes, they'll be in this story, but I'm still trying to come up with ideas to get those aliens inside the story. I want it to be a different way from the Null Fairy. How do you guys think they should come in? With the Omnitrix correlating to each element relating to the type of alien; red/fire Dust for NRG, earth Dust for Armadrillo? Idk.

 **Ruby/Ben Pairing**

Okay, I have to be honest now, but now that I'm starting to look at this, the idea of bringing those two to a pair makes them _really_ adorable! Besides the pairs like Arkos and Ren/Nora, I find it kind of cute to write out the little tad bits of their opening up to one another, and their slow build up and realization as the story progresses!

 **Other Weapons and Whatnot**

The idea of an upgraded Penny by either Grey Matter, Brainstorm, or Upgrade sound really nice! I figured it'd probably upgrade her swords to be practically laser swords capable of cutting through the thickest of materials, or maybe upgrading her body to make it seem more human, in order to give her more emotion.

Well, that's all I wanted to say. Let's get moving already! Of course, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading~! Ren is probably the only one who notices relationships building in front of himself… Thanks for over 100 Reviews, Favorites, Follows, and over 5,000 views! 50k word breakthrough too!

* * *

 **Chapter 5:** _Classes and Boggles!_

 _*….Yawn!*_

 _*SNORE!*_

The scene pans over from an open window inside the dorms of Beacon. The dorms at Beacon were co-ed dorms, with males and females sleeping in the same room. This allowed all members of a team share the same living area, regardless of differing genders. The doors to the dorm rooms were secured using an electronic lock, which can be disengaged using a student's Scroll, meaning it was possible to get locked out if the door closes and a student did not have their Scroll with them. There were also doors that opened to reveal closets, as well as bathrooms inside in addition.

Inside the rooms were a couple of wall shelves, bookshelves, tables, chairs, as well as other useful things. In the center of the room was a circular red and beige rug. The entire floor was covered in black carpet though.

Weiss was sleeping soundly in her bed, but her eyes twitched upon hearing the chirping of a bird outside the dorm area. Ben…was different. Sure, there were five beds in both Team RWBY's room as well as Team JNPR's, but what the girls didn't know, besides Blake, was that he had terrible sleeping habits.

"Someone close the window!" Blake yells as Ben unconsciously tries to kick her in the face. Holding his arms together, Ruby and Yang dash to close the window doors.

The three girls were already awake and dressed in their uniforms. The females wore a red plaid skirt, stockings of various length, and a brown jacket with a tan vest and white shirt with a red ribbon tied at the collar.

For males, the Beacon Academy uniform consisted of black suits lined with gold, accompanied by a blue vest and a white shirt with a red tie. However, students were give the freedom to customize their outfits, such as Ruby who wore her cloak with hers.

"Ruby, get the whistle." Yang orders her sister as she helps to restrain Ben. The hooded girl grins as she opens her closet. Taking silver whistle out, Blake closes her eyes as Ruby blows into it, causing a horrible sound to go off as she creeps up to Weiss's side.

Weiss was about to wake up on her own, but Ruby's attentive calling startles her, causing her to fall off the bed. Ben gasps, opening his eyes and darting his face around.

"What?! Who, when?" He flusters about. He then notices that Blake and Yang were holding him down. "Wait, huh?"

Weiss didn't react as pleasantly. She groans as she lays on the floor, before coming up to Ruby's face with a livid expression.

"Goooood morning, Team RWB(B)Y!" She yells. Yang and Blake sigh as they let Ben go, but Weiss frowns at her.

"What in the world is wrong with you?! Who the hell wakes someone up with a whistle of all things?" She barks. Ben yawns as he wipes his eyes.

"Well, now that you and Ben are awake we can officially begin our first order of business!" She replies triumphantly as she swings her arm up.

"What kind of business does one do right when they wake up though…?" Ben mutters as he opens his closet. Weiss sighs as she stands up.

"Excuse me…?" She wonders as well what they were going on about.

Blake and Yang show their belongings to them, with the blonde holding a bunch of random items in her arms, and Blake holding her suitcase.

"Decorating!" Yang squeals. The snow girl pops a question mark above her head as she looks at Blake to answer her.

"We still have to unpack." She says as she holds her suitcase up. It suddenly opens though, spilling the contents onto the floor. "Aaaand…clean."

Weiss gives the girls an unenthusiastic look, and as Ben was about to fall back asleep, Ruby then groups them up by them with her arms and blows into the whistle again, making sure to wake them up this time.

"GAAH!" He yells as he falls to the ground. "For the love of… Alright, I'm awake!"

Yang and Blake giggle. Weiss storms off to her closet to grab her uniform and then rushes off to the bathroom to change. Ben starts to take off his shirt, but he suddenly feels 3 pairs of eyes staring at his back, giving him goosebumps as he turns.

"Hey! Can't a guy get some privacy?!" He barks. Yang gives him a whistle, while Blake glances at Ruby, whose ears turned a bit pink before she turns away.

Sighing, Ben goes into the closet and closes it. The inside of the closet had enough room for him to change. Yang pouts jokingly as she and the other girls wait for their two friends to finish up.

After a minute or so, Ben and Weiss emerge from their respectively changing locations. Ruby, now back to normal, grins as they grab their stuff once more.

"Alright! Weiss, Blake, Yang, their ally member Ben, and their fearless leader Ruby have begun on their first mission. BANZAI!" She yells as she bounces off her bed, which was the one to the left of Weiss's.

Raising her fist into the air, Yang and Blake join the girl, yelling the same line, turning at an angle on their hips with their arms held high. Ben and Weiss turn to each other, and both face palm.

Yang places a poster of six guys in various poses named "THE ACHIEVE MEN" on her part of the room. Weiss positions the painting of the Forever Fall forest to perfection and walks away. Blake was busy putting away her books on the shelves, picking up a copy of Ninjas of Love and widening her eyes as she warily looks around before putting it back. Ben snickers at her as he takes a picture of the alerted girl with his Scroll.

Ben himself didn't have much, other than a crap ton of books based on weapons and the history and geography of Remnant. Since he was going to be around with Team JNPR, he decided to leave a few things over in Team RWBY's room, and some in the other.

Ruby positions Crescent Rose at an exact angle against the curtains so she can perfectly slash a diagonal portion off. A quick zoom around the room (and the repaired curtains) ends with the girls admiring their handiwork...with one problem. The beds were cramped together in the center of the floor.

Weiss folds her arms. "This…isn't going to work."

"It is a bit cramped." Blake admits. Ben glances at them. "That's because you girls have too much stuff…"

"Yeah, maybe we should ditch some of our stuff." Yang suggests with an unsure face. Ruby looks around a bit, and then gets an idea.

"We could ditch the beds…and then replace them with BUNK BEDS! It's genius!" She suggests. Weiss looks at her.

"That sounds _extremely_ dangerous." She replies. Yang grins at the idea.

"And a whole lotta fun!" She instead says. Even Blake seemed to had agreed with the idea, much to Ben's chagrin.

"It _does_ seem efficient." She says. The boy sighs. "Blake, you've got to be joking. Weiss?"

"I think we should put it to a vote." She then suggests upon the two nodding at each other. Yang and the other girls group up together though.

"Its majority wins! Three to two, soooo…I think we have a winner!" Ruby gives them a smug grin. Weiss shakes her head, and Ben sighs as he activates the Omnitrix.

"Well, if you guys are so wanting to do it, just…give me a second then. _I'm_ not going to do that with my bed, since you guys know about my horrible sleepwalking habits." He makes sure of that as he slams the core down.

The girls cover their eyes for a second, and as it dims down, they see Ben replaced by a gremlin like alien. His skin was red, and he wore an aviator's outfit, which came with an ascot. His green eyes had black pupils, and his ears were spiked. He also had a spike on his chin and one near each of his eyes. The Omnitrix symbol is now on his waist.

"A gremlin?" Weiss still wasn't used to his transformations. Yang studies the creature for a minute with an intense gaze.

"That's freaky! When are you gonna tell us about yourself anyways?" She asks. Ben however ignores her, and starts to laugh manically. Blake shudders as he starts to jump around the place, grabbing various objects.

"Ben?!" She calls out to him. He glances around, and chuckles.

" **Jury Rigg** , fix, fix, fix, HAHAAHAHAHAHAHAAHHAA~~!" He yells as he starts to tinker around with the beds, so much that the girls had to cover their eyes from a major forming of a dust cloud.

The gremlin alien continues this for a while, and after he finishes, he taps the Omnitrix dial. The flash disperses the dust out the window, and the girls see the work that Jury Rigg did as Ben steps back.

"Well, whadya think?" He says as he gestures over to the new sight.

While Weiss' bed was simply on the ground next to her art and luggage, Blake's bed was next to her books, which were used to raise Yang's bed over it by placing the novels on the posts, and Ruby's was hanging from ropes on the ceiling with a blanket used as a tent over it. Ben's bed was simply placed between Blake's and Weiss's, sitting between the two and being in front of the bookshelf on the floor.

The girls…actually agreed with it. Ruby cheers, and then jumps onto her bed as she takes out a handbook.

"Yay! Allllright people, our second order of business iiiiiiiis...! Classes..." She says with a disheartened tone as she pulls out a pencil. "Now, we have a few classes together today. At 9, we've got to be—"

"Wait, did you say nine o'clock?!" Weiss says as she looks at a watch on her wrist. Ruby gives her a look of remembrance.

"Uuuh…yep." Ben and the girls turn their looks to Weiss, who shows her watch to them.

"It's 8:55 you dolts! We got to get to class, pronto!" She yells as she slams the door open. Ruby and Yang follow up shortly, with Blake about to go as she glances back at Ben.

"Let's go!" She barks. Ben shrugs as he activates the Omnitrix.

"Relax…!" He says as slams the dial again, becoming XLR8. Blake groans at him as she darts out of the room.

XLR8 rolls out of the doorway. Team JNPR peeks out from their doorway, and notices the Kineceleran.

"Morning, guys! Come on, race ya!" He says as he zooms off. Jaune and the others ended up falling to the floor, but begin to hurriedly run off as well.

"Crap! I forgot we had class this early in the morning! Leg it, people!" He yelps as his team starts to dash out.

A minute passes, and out in the courtyard, Ozpin and Glynda watch as a blur of blue and black passes through the fountain. Teams RWBY and JNPR take a moment to follow up. The crop wielding woman glances at her watch, and Ozpin takes a sip of his coffee as he chuckles…

* * *

 **…**

The two teams arrive at the main lecture building. Quickly running to their classroom, Team RWBY and JNPR barely make it on time, but they all growl upon seeing Ben casually sitting down. Beacon Academy had lecture halls similar to that of universities.

Time passes, and the girls take their seats with Ben on the first row, with Ben sitting between Weiss and Ruby, while Yang and Blake sat to the ice girl's right as class began. Team JNPR sat on a few rows up. The teacher of this lecture was Peter Port, a man in his early old age that had gray hair and a large mustache. He wore a double-breasted burgundy suit with gold piping and buttons. His pants he wears tucked into olive boots, similar in appearance and construction to cavalry boots.

Ben noticed an axe-blunderbuss hanging near the top of the room as he began to take notes on the lecture.

"Monsters! _Deeeemons_... Prowlers of the night! Yes, the creatures of Grimm have many names, but I merely refer to them as prey! Ha-ha!" Professor Port laughs as the girls look over to him. He noticed that many people were staying silent, prompting him to continue.

Much to surprise to Weiss and the rest of the group, as Ruby decided to sleep, Ben had actually taken the liberty of writing notes for both himself and the sleeping girl.

"Wait, you're ambidextrous?!" She whispers loudly. Ben gives the girl a confused look, before noticing that he was writing two papers with two hands.

"Oh, I guess so. I think I remember people saying that I can do that." Ben suddenly remembers as he continues to write. Some of the other students were now starting to notice this as well. Some were even making bets at how long he could continue before going crazy himself.

"Uhhhh... And you shall too, upon graduating from this prestigious academy! Now, as I was saying: Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world! Our planet is absolutely _teeming_ with creatures that would love nothing more than to tear you to pieces! And that's where we come in." Port attempts to continue the lecture.

"That is what you are training to become. But first: A story. A tale of a young, handsome man... Me! When I was a boy..." The students groan as he starts to go off onto a story.

Ruby, now awake, was instead now starting to doodle. Port's words fade into the background (and a series of "blah"s) when Weiss notices Ruby is very focused on penciling a paper in front of her. She glances at Ben, who continues to take notes on the talk, so she wondered what she was doing.

"…And even though those cabbages were knocked away by those meddling kids…!" Port goes off in the background once more.

The speech evolves into more "blah"s as Ruby snickers at her creation and shows it to her teammates: A general ball-with-limbs-and-a-head drawing of the teacher with stink lines coming from him and "Professor Poop" written underneath. Blake and Yang snicker, but Weiss responds looks annoyed. All the while, Ben merely hums as he takes out Ruby's headphones and continues to note down the lecture, ignoring the girl's attempts to fool around.

Port finally realizes that the girls in front of him weren't listening, so he coughs. "Ah-heh-hem!" He was about to scold Ben as well, but he decides not to upon seeing an absurd amount of note taking on his two pieces of paper.

"In the end, the Beowolf was no match for my _sheer_ tenacity, and I returned to my village with the beast in captivity and my head held high, celebrated as a hero!" He finishes with a bow.

Ruby continues on with her antics, pissing off Weiss even more. Port then looks around to explain the whole point of his story.

"So, what's the whole point you may ask? Honor, Justice, Huntsmen, Huntsmen, HUNTSMEN! A Huntsman, a true one, must be honorable!" He yells enthusiastically.

Blake and Yang watch as the cloaked girl continues on. She was seen balancing an apple on a book with her pencil held only by her finger while making a silly face.

"A true Huntsman must be dependable!" He goes on.

Ruby falls asleep once more, this time leaning on Ben's shoulder. The girl was actually only a bit taller than him, so it wasn't that uncomfortable for the note taking boy.

"A true Huntsman must be strategic, well-educated, and wise!"

A moment later, she wakes up once more. Blushing for a bit upon realizing she fell asleep on her shoulder, she quickly starts to fool around again, with the next shenanigan being picking her nose in a not-so-subtle matter. Weiss was nearing her breaking point as she starts to grit her teeth against one another.

 _ **"So, who among you believes themselves to be the**_ ** _embodiment_** _ **of these**_ ** _traits_** _ **?"**_

"I do, sir!" Weiss angrily raises her hand. Ben sighs, and the girls finally stop messing around. Port raises an eyebrow, and he gestures to a nearby box.

"Well then, step forward, young miss. We have an opponent for you to face then!" He says. Ben finishes his writing, and after taking off Ruby's headphones, he sighs.

"Weiss, what did you just get yourself into…" He grumbles. Everyone could hear the cage shaking, as well as some growls coming from inside. The girl grunts as she steps out of her seat.

"Young miss, please report to the locker room so that you may properly dress for this strenuous occasion." Port suggests. Weiss nods, and she quickly storms off to the locker room.

It takes a minute or so for her to return. Standing a fair few meters away from the cage, Weiss prepares her stance. Port nods at her readied position, and stands next to the cage. Yang and the rest of Team RWBY look down at the ice girl with smiles.

"Goooo Weiss!" She calls out. Blake holds up a miniature flag with the initials of Team RWBY while smiling.

"Yeah, represent Teeeeam RWBY!" She yells. Ben pinches her arm as he leans on his right arm.

"Ruby, Weiss is trying to focus. Silently support her, alright?" He semi-scolds her. Ruby whimpers, but then decides to keep quiet. Weiss silently thanks Ben for the little talk.

Port nods while holding his weapon in hand. "Alright! Are you ready? Let the match, begin!"

Slicing the lock down with the axe part, the cage's doors fall to the front, revealing a Grimm resembling a boar. It was a quadruped with many features associated with a real-world boar, including cloven-feet, a line of hair sprouting from its spine, snub snout, and tusks.

It had four eyes and a bone-like mask that seemed to be strapped to its face by a black vein-like organic tether. It had a series of plates along its back and on its thighs, and two extra sets of tusks, including two large curving tusks. However, the underside was comparatively under-protected and vulnerable, with little to no body armor or shielding.

"The name of this Grimm is a Boarbatusk!" Port yells out to everyone. "I don't think you expected that, huh?"

The Boarbatusk inside immediately charges at Weiss. She uses Myrtenaster to deflect its attack and roll to the side, readying herself for its next move. The Grimm stands a distance away from its enemy, studying her.

"Hang in there, Weiss!" Ruby yells out again. Ben sighs at her lack of control to comment on a fight.

Speeding towards the oncoming Grimm, she sticks her blade straight at its skull until they meet and Myrtenaster is trapped in the beast's tusks. Weiss hangs on to the hilt, and is tossed around as she struggles to get the rapier back.

"Woah! Waaah!" She yelps as she tries to hold on. Port ruffles his moustache in interest.

"Ho-ho! A bold approach! Lovely!" He comments.

"Come on, Weiss, show it whose boss!" Ruby continues. It was now starting to distract Weiss, who turns to glare at her.

The Boarbatusk turns its head and rips the sword from her grip. Myrtenaster lands far away from its master, who is then knocked back by the creature's tusks.

"Oh? What will you do without your weapon now?" Port wonders.

Weiss looks up just in time to see the Boarbatusk to charge again, rolling out of the way just in time to avoid getting trampled and make it crash into a desk. Weiss rushes at her sword and slides to get it back in her hand.

"Weiss, go for its belly! It has no—Naaaoor…!" Weiss was about to yell at Ruby, but Ben intervenes by pinching the girl's cheek, making her whimper in pain.

Weiss breathes in an attempt to calm down. The Boarbatusk leaps into the air and rolls into a ball, spinning rapidly in the air and landing on the ground, consistently gaining speed until it launched itself at Weiss. It comes closer and closer, but Weiss activates one of her blue-white glyphs and blocks the roll, leaping up into the now-black snowflake symbol and turning it blue again so she can drive the blade into the Boarbatusk's stomach. It squeals and falls silent while Weiss gasps in relief.

"Bravo! Bra-vo! It seems we have quite the Huntress-in-training on our hands!" Port claps for her. Weiss pants for a bit, before frowning at Ruby. Ruby shudders a bit from her rebuttal as the girl begins to walk out.

"Whelp, that's all the time we have left! Be sure to cover the assigned readings, and...stay _vigilant_! Class dismissed!" Port says as everyone starts to get up.

Jaune bends down from above. "Sheesh, what's with her?"

Team RWBY glances at each other, and Ben shakes his head as he hands Ruby her share of notes. Yang and Blake go out together, while Ruby sits for just a while longer.

"Weiss…" She mumbles as she gets up. Looking at her worried expression, Ben decides to go along with her…

* * *

 **…**

Evening…

Weiss was shown still storming off, but Ruby and Ben turn a corner and manage to catch up with her. She stops as she calls for her name, and Ben hides around the corner.

"Weiss!" She calls out. The girl clicks her tongue as she turns around.

"What?" She barks.

"W-What's wrong with you? Why are you bei—"

"What's wrong with me? What's wrong with _you_?! You're supposed to be a leader, but so far all you've done is be a nuisance!" Her rage breaks.

Ruby scoffs. "Me? What did I do?!"

"That's it, _nothing_! You haven't done anything worthwhile to obtain your title as team leader. Back in the Forest, you acted like a child, and you're only continuing to do so now! Even Ben is acting more mature than you!" She accuses her.

"W-Weiss… Where's this coming from? What happened to the talk about working together? I thought you believed in acting like a team…!" Ruby quietly says as she cups her hands.

"Yes, but not by a team led by you. I've studied and trained for this, so I think I deserve quite the better placement _and_ treatment!" She replies. Turning her back to her, she begins to storm off once more.

"…Ozpin made a mistake."

Ruby tried to reach out to her, but sighs as she turns to walk in a dejected matter. Looking up, he sees Ozpin petting Ben's head. The boy showed an annoyed reaction to him doing as the man tucks his cane under his arm while sipping coffee.

"Professor Ozpin?" She says with wonder. Ozpin looks off to the storming Weiss, and gives Ben a little push, motioning him to go after her. Ben shrugs, and begins to follow the girl.

"Hmm... Now that didn't seem to go very well." He observes. Ruby looked like she was about to go to tears.

"Is she right? Did you make a mistake?" Ruby actually asks. Ozpin laughs slightly.

"Well, that remains to be seen. After all, it's only been one day." He then says. Ruby's face lowers.

"…Maybe Weiss should've been team leader." She proposes. Ozpin takes a sip, and then directions her attention back to him with a serious face.

"Ruby, that's preposterous." He claims, confusing the girl. "And believe me, I've made more mistakes than any man, woman, or child. However, I don't consider appointing you to be leader as one of them. How about you?"

"Do you believe it was a mistake?"

* * *

 **…**

Weiss is still walking around the halls until she comes across a balcony where Professor Port is watching the sunset over Beacon Academy's rooftops. Walking over behind him, Ben finally arrives outside. He sees the girl starting to approach his back, so he does so as well.

"Professor Port!" She calls out to the old man. Port turns to her, and sees Ben approaching behind her.

"Ah, Miss Schnee! To what do I owe this _fine_ pleasure?" He asks. Weiss looks down for a moment, before looking back up.

"I…I enjoyed your lecture, sir!" She starts off. Port chuckles.

"Well of course! You do have the blood of a true Huntress, after all." He makes the claim towards her. Her eyes brighten up a bit.

"You really think so?" She responds, smiling at him. Ben could tell Port was trying to cheer her up first.

"Most surely!" He nods. Weiss then gives the man a small frown and avoids eye contact for a moment. "Oh, I see that something is troubling you…"

"Yes. Yes indeed, sir…" She responds with a low tone. Port them pats her shoulders.

"Well then dear girl, tell me what troubles you! Confess to me your strife!" He tells her. Ben knew what Weiss was going to say, and sighs quietly.

 _'Oh boy, here it comes…'_ He thinks as she opens her mouth.

"W-Well… I-I think I should have been the leader of Team RWBY!" She finally says. Ben and Port remain silent for a bit. The older man's expression does not change, but he then opens his mouth.

"Weiss, excuse for my language, but that's preposterous!" He simply responds, making Weiss frown immediately.

"Excuse me?!" She gives the teacher a raised response. Port nods as he folds his arms.

"I've known Professor Ozpin for years, and the man's never once led me astray." He claims.

"So you would just blindly accept his decision even after seeing how exceptional I am?" She dared say. Ben slumps over, and sighs. He had enough of this.

Right as Port was about to respond again, Ben makes his presence known by walking behind Weiss.

"Weiss, with all due respect, your skill in fighting is only matched by your attitude." He suddenly speaks up. Weiss yelps, and she and Port look down to see the boy behind the girl.

"Ben? How dare you?" She glares at the child. Professor Port sighs.

"His point exactly, Miss Schnee." He responds. "I see a girl before my eyes who has gotten _exactly_ what she wanted over the span of her entire life."

Weiss crosses her arms while having a defiant look on her face. "That's not even remotely true…" Port and Ben's gazes on her cause her face to waver a bit.

"Well…not entirely true." She then admits. Port then stands in front of her.

"Being a team leader isn't just a title you carry into battle, but a badge you wear constantly. If you're not always performing at your absolute best, then what reason do you give _others_ to follow you?" He proposes. The ice girl takes a moment to look at him, and begins to look thoughtful.

"So the outcome didn't come in your favor. You can't go around whining like a little kid hoping for what you want. Instead of complaining about what you don't have…why not savor what you do at the moment then?" Ben suggestd as he looks out the balcony with a smile.

Weiss finally starts to calm down and looks at the two of them. Port nods in agreement. "True! If you hone your technique, perfect your skills, you won't become the best _leader_ , but the best _person_ you can ever become instead!"

"…Maybe…you're right." Weiss gives off a small smile. Ben and Port smile.

"You can't have everything you want, Weiss. That's just how the world works, ya know?" Ben adds with a shrug. The girl raises an eyebrow, but then starts to nudge his head as she drags her along with him.

"Ben, you're way too young to lecture me. And are you ambidextrous by learning, or are you naturally dual handed?" Weiss snickers as she holds him in a playful matter.

"W-Well, why don't we talk about that later, alright?" Ben sweats a little. As the two go off, Ruby peeks her head out from the entrance way. Ozpin smiles, and he walks away. The girl smiles at the two getting along, and she does the same…

* * *

 **…**

Night time…

The full moon shines over the green lights of Beacon, and in the room of Team RWBY, the door opens and Weiss' shadow is seen against the hall's light. Well, as much as it could when she tried to open it.

"…Uh, what the…?" She murmurs as she looks down. Her expression softens into a deadpan as she sees Ben leaning against the door while snoring. She smiles as she gently pushes the door open.

"If you sleep here, you're gonna get cold, you know?" She says as she picks him up by placing him on her back. Going over to his bed, she tucks him in the covers.

Blake was sleeping under the covers, and Yang was spread out on her bed and snoring. After placing him on the bed, Weiss lifts the cover of Ruby's tent. She finds the occupant with her head resting on notes, a pencil in her hand, and open books all around her. Looking amazed at Ruby's determination, clears her throat and gently shakes the other girl awake, who takes a second to regain consciousness and start flailing in surprise.

"Weiss! I-I was studying, and then I fell asleep! I'm sorry..." She starts to yell. Weiss quickly puts a finger to her mouth to tell her to lower her voice. She looks near Ruby's pillow and spots an empty Beacon coffee mug.

"How do you take your coffee?" She asks as she lowers her hand. Ruby wondered what she meant.

"I…I don't—"

 _"Ruuuby… Thaaa Crescent Rose shouldn't be…used to unscrew Jaune's head…"_ Ben groggily says as he turns toward them. They sweat drop, and Weiss turns back to Ruby.

"…Just answer the question." She orders.

"Uh… Cream with five sugars." Ruby answers. Weiss sighs.

"Alright, don't move." She then ducks under to her own bed and comes up a moment later with a fresh cup, offering it to Ruby. "Here."

The girl takes the cup with surprise showing on her face. "Uh… Thanks, Weiss."

The girl smiles, look apologetic as she looks back at her. "Ruby… I think you have what it takes to be a good leader. Just know that I am going to be the best teammate you'll _ever_ have!"

Ruby's eyes widen, and she smiles in response. "Well, good luck studying." She ducks under to her bed against, but she soon comes up to point at an incorrect answer.

As she starts to exit the room, she briefly stops to turn around. "…Hey Ruby?"

"Yeah?" She looks out towards the girl, who now had her hand on the door knob.

"…I always wanted bunk beds as a kid." She admits. Ruby smiles, and Ben falls off his bed.

 _"Weiss… You need to stop being_ ice cold _…! You already had too many popsicles…!"_ He snores. Ruby and Weiss look at the boy before snickering a bit, and the snow girl closes the door…

* * *

 **…**

A few weeks later…

There was a class of combat currently being shown. A light was staged in a lecture hall meant for PvP combat. While the area surrounding the two fighters was dark, the audience could see the action clearly.

"…I wonder how everyone doesn't take damage. Is it that Aura thing that everyone keeps talking about?" Ben asks Blake. The cat girl nods.

"I take it you didn't unlock yours yet. After this, I'll help you out." She promises as they look back.

"Yeah, because it'd be pretty bad to get as beaten up as Jaune is right now." He says.

They look back onto the stage. Cardin Winchester had his mace perched on his shoulder, with Jaune on the opposite side with his sword. He leaned on it with exhaustion. Looking at Cardin, who laughs at his opponent's tiredness, Jaune gathers his strength to charge forward and swing his blade at him, only for him to jump out of the way.

Jaune looks back, surprised, as Cardin's mace sends Jaune's shield, and himself, flying back. Now only armed with his sword, Jaune continued to try and attack, but is blocked by the mace's hilt. Their weapons locked, Cardin forces himself up, towering over a struggling Jaune.

"This is the part where you _lose_ , squirt." He talks him down. The blonde growls at him.

"Over my dead—"

He was cut short though as Cardin knees him in the gut, making Jaune drop his sword and fall to the ground in pain. Cardin raises his mace and is about to slam it down on a worried Jaune, but just as he was about to do so, the buzzer rings, the lights come back on, and Glynda Goodwitch's voice causes him to stop.

"Cardin, that's enough!" She yells. The armored teen relents as he backs up, walking away as she starts to come on stage.

"Students, as you can see, Mr. Arc's Aura has now dropped into the red. In a tournament-styled duel, this would indicate that Jaune is no longer fit for battle, and that the official may call the match." She explains. Ben glares at the armored man.

Jaune remains laying on the floor in defeat, with Pyrrha looking sad as Glynda turns to him. Taking out his Scroll, it showed a gauge, as well as portraits and gauges of him and his team. While everyone else's gauges were green, his was in the low red.

"Mr. Arc, it's been weeks now. Please try to refer to your Scroll during combat. Gauging your Aura will help you decide when it's appropriate to attack, or when it is better to move to a more... defensive strategy. We wouldn't want you to be gobbled up by a Beowolf, now, would we?" She scolds him.

"Pfft, speak for yourself." Cardin mumbles as she turns to everyone else.

"Remember, everyone, the Vytal Festival is only a few months away! It won't be long before students from the other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!" She reminds the students.

The bell rings, and students start to leave. Pyrrha continues to frown sadly. As Blake turns to leave, she sees Ben walking up to Jaune, helping him up. She blinks for a second, before leaving the room…

* * *

 **…**

"And there we were, in the middle of the night."

"It was day." Ren corrects as he eats a piece of food with his fork. Nora was now in the middle of retelling what seemed to be an epic story while Team RWBY and JNPR were eating in the mess hall. Yang was seen listening wholeheartedly with her face cupped in her hands.

Blake ignored the entire thing as she read her book, while Ruby and Pyrrha were listening politely. Ben however was engrossed in the food in front of him, eating savagely as Weiss files her nails.

"We were surrounded by Ursas…" Nora goes on. Ren continues to correct the story as he eats.

"They were Beowolves." He says as he takes a sip of coffee.

"And DOZENS of them!" She then screams as she stands on the table.

"Two of 'em." Ren continues. Nora grins as she brings her face closer to everyone's.

"But they were no match, and in the end…Ren and I took them down, and we made a butt load of Lien from Ursa skin rugs!" She finishes. Ben stops slurping on some spaghetti to turn to her.

"I thought creatures of Grimm tend to fade away shortly after they die though?" He says with his cheeks still full of food. Ren sighs.

"Hah… She's been having this same reoccurring dream for over a month now…" He reveals with a tired tone. Ben grumbles.

"Tell me about it. I practically know what goes on between both these teams…" He adds on. Ren gives him a sympathetic pat on the back. This time, Ben was sitting on Team JNPR's side.

Pyrrha looks back towards Jaune, noticing that he was just playing with his food. "Jaune, are you alright?"

He snaps back to place, turning back towards her. "Huh? Oh, yeah! Why?"

"Cause…you don't look alright." Ruby tells him. The others stop their distractions to stare at him.

"W-What? Guys, I'm fine. Seriously! Look!" he holds up a thumb while laughing nervously until his attention is focused on the members of Team CRDL, standing around a girl with brown rabbit ears jutting from her hair as Cardin laughs at her and Sky Lark holds up his hands to his head in a mock interpretation of her unusual features. Ben starts to notice their bad behavior as he stops eating.

"Jaune, Cardin's been picking on you since the first week of school!" Pyrrha reminds him.

"W-Who, Cardin Winchester? Nah…he just likes to mess around! You know, joke!" Jaune tries to deny her words.

"Jaune, he's a _bully_." Ruby corrects him with a stern voice. The blonde scoffs at her.

"Oh please! Name _one_ timehe bullied me." He dared ask. Nora suddenly starts to count with her fingers.

"Well, there's that time when he knocked that book off your arms, that other time when he activated your shield in a narrow door way too… Oh, and that time where he stuffed you into one of the rocket propelled lockers and sent it out of school!" Nora quickly recalls. Everyone but Ben stares at the blonde in concern.

"Er… I didn't land _far_ from the school though!" He jokes. Pyrrha grips his shoulder.

"Jaune, you know if you ever need help, you can just ask." She tries to comfort him. Nora looks at them, and suddenly gets a diabolical idea.

"Ooooh! We'll break his legs!" She gets up from the table as she reveals her totally not insane plan to the group.

Jaune sighs. "Guys, really, it's fine! Besides, it's not like he's only a jerk to _me_ ; he's a jerk to everyone." He says as he stands up. Ben also stands up too, but the girls see he has a glare on his face. They suddenly hear laughter coming from the table behind them.

"Ow…! That hurts!" The rabbit girl yells. They all look over as the laughing grows louder, mixed in with cries of pain from her when one of her ears are tugged on by Cardin.

Cardin continues his cackling as he tugs on her ears. "Please stop…"

"Ha, I told you they were real!" He says to his teammates. They throw on some additional insults and laughter to the girl. Team RWBY and JNPR glare at them, but then suddenly…

"Hey, metalhead!" Ben barks at him. Jaune darts his head towards him.

"Ben, what're you doing?! You crazy or something?" Jaune whispers. The others were surprised at him calling him out. Cardin and Team CRDL turn their eyes towards the boy.

"Huh? What do you want, you little brat?" Russel growls at him. Ben slams his tray down onto the table as he stands up.

"How did people like you guys get to this school? You guys really must be 'Huntsmen' if you have to put down others just to feel good about yourselves." He points at them with a disappointed look.

The bunny girl's eyes widen at his remark, but she quickly gets pushed away. Cardin, now having a pissed look on his face, gets up from the table and pushes her away.

"The hell did you say, squirt? You wanna get beat down? Say that one more time!" He growls. Ben gives the bully a grin.

"Ha! Come on then! You're wearing that giant suit of armor, so I'm sure you feel gargantuan and more powerful compared to the rest of us worms. Go on, beat me! You'll just prove my point to us and everyone else here in the school, _meathead_." He emphasizes on that last taunt.

"Ben, you really should—" Jaune tries to pull him down, but the crashing of Cardin's mace, along with the standing of the rest of Team CRDL makes him shut up.

"No one gets away with insulting me, you hear me?! No one!" Cardin yells as he slams his mace onto the table behind him, destroying it. Some of the surrounding students start to back off as he and his team starts to walk over to his table.

Ben merely folds his arms as he stands defiantly. Jaune gasps as they start to walk around the table, with Cardin and Russel on one side, and Sky and Dove on the other. Yang and Blake stand up once they start to close in on him, and as the team leader tries to swing his weapon down on his skull…

"Die, you brat!" He yells as he swipes down. However…

" _If you wanna get to him…"_ Yang starts as she glares at him with her red eyes. The armored teen gasps as she catches his mace with her bare hand.

" _You have to get through us…!"_ Blake finishes as she stares down into his eyes, kicking his arm. He yelps as his weapon flings into the air, landing a few feet onto the table he smashed.

The rest of Team CRDL flinches. They all start to back off, and from a distance, the bunny girl peeks out from one of the tables. Ben glances at her and gives her a goofy grin. Her eyes widen, and a smile forms on her face as she begins to hop away.

Clearing his throat, Cardin gasps as Ben pulls out Mundvridi, aiming the barrel right at his face. "So, what'll it be Cardin? Don't tell me you can't beat a measly 12 year old with that older, stronger, armored body?"

Marbles of sweat drop from his forehead as he glances about. Blake and Yang had already prepped their weapons, leaving the teen no choice. As he started to back up, the rest of his team regrouped with him.

"Grr… You won this round, Tennyson! Next time, I won't be as merciful!" He growls as he runs out of the room. The rest of Team CRDL follows shortly, leaving everyone else in silence for a moment.

"…That was cool! The way you stared him down dead in the eye probably must've made him pee his pants, Blake!" Nora compliments the cat girl as she grabs onto her.

"It…wasn't much." She simply responds. However, she and the rest of the group starts to hear a bit of chatter coming from a bit of the crowd. Looking around, she sheepishly scratches her head.

"Well, it doesn't seem that way to everyone else." Ben smirks as he looks around. "Now, didn't that feel nice to see, eh Jaune?"

"H-Huh? Oh, yeah… That was…nice." He merely replies. As he and the rest of the group starts to walk off from the cafeteria, Cardin peeks out from another exit.

"I _will_ get the last laugh, Tennyson, Arc…"

* * *

 **…**

Sometime later…

Team JNPR and RWBY were now in another lecture hall. It was full of books, and the blackboard had a map with various pins and tracking marks to other important landmarks and notes.

A rather young man, with messy green hair zipped around the classroom. His attire was disheveled: his white shirt was partially tucked into his dark-green pants and its was collar raised, showing a slack yellow tie, along with mismatched brown and black shoes. He also has round glasses that appear to be opaque.

He continued to move around as he talks about his lecture with a quick tone of words. While Jaune was sleeping, Ben grinned as he tried to keep up his note taking to the teacher's fast lecturing. The bunny girl was happy to know she had this class with them, but was quite astonished by how fast he scribbled.

"Yes! Yes, prior to the Faunus Rights Revolution—more popularly known as the Faunus War—humankind was quite, quite _adamant_ about centralizing Faunus population in Menagerie." He moved to the front of the class to point at the map for a few moments, before taking a quick sip of coffee.

"Now! While this must feel like ancient history to many of you, it is imperative to remember that these are relatively _recent_ events! Why, the repercussions of the uprising can still be seen to this day!" He quickly says once again, but the next he says makes everyone understand.

"So, have any among you been subjugated or discriminated because of your Faunus heritage?" He says. Ben stops writing as he sees the bunny girl lift her hand hesitantly.

"Velvet…" He blinks. He learned her name after the incident, with her full name being Velvet Scarlatina. The professor shakes his head.

"Simply dreadful. Dreadful, I say! I, Dr. Bartholomew Oobleck, find it infuriating! Remember, it is this very ignorance that triggers the start of violence!" He reminds the students as he takes another sip.

"I mean, I mean, just look at what happened to the White Fang!" He then says. Ben glances at Blake. He breathed a sigh of relief upon seeing that she showed no offence to the remark.

"Now, which one of you young scholars can tell me what many theorize to be the turning point in the third year of the War?" (a hand is raised, Weiss's) "Yes?"

"The battle at Fort Castle?" She responds. Oobleck nods.

"Precisely! _And_ , who can tell me the advantage the Faunus had over General Lagune's forces?" He looks around. Cardin sees Jaune sleeping, and even though Ben and the others were there, he flicks a ball of paper at his head, causing him to wake up.

"Gaah! Hey, who did that?" He looks around. Oobleck zooms over to his face with a nod.

"Ah, finally deciding to participate in class, Mr. Arc! Excellent! What is your answer to the question?" He suddenly asks. Jaune backs up slightly in surprise.

"Uhhhh... The answer... The advantage... that the Faunus...hand over that guy's… Binoculars! Yeah!" He answers with confidence. The class snickers at his answer though, with Cardin laughing at him. Ben glares at the teen.

"Very funny, Mr. Arc! Cardin, can you perhaps share your thoughts then?" He says as he zips back to his desk. Cardin puts his feet on the desk as he yawns.

"Well, I know it's a lot easier to train an _animal_ rather than a soldier!" He responds. Pyrrha sighs.

"You're not…the most open-minded of individuals, are you Cardin?" She replies to the thick headed brute.

"What, you got a problem, redhead?" He barks. Ben rolls his eyes, wondering if he even learned from the incident that just occurred at first.

Pyrrha shakes her head as she looks back to the front with a smile. "No, I have the answer. It's _night vision_. Many Faunus are known to have nearly-perfect vision in the dark." Cardin growls as Blake smiles.

"And with that, General Lagune led his men with his inexperienced mindset, thinking to attack and ambush the Faunus in their sleep. His massive army was crumbled, and he was captured in the end." Blake finishes, and then turns to Cardin.

"Perhaps if he paid attention in _class_ , he wouldn't had been remembered as a failure." She adds, nudging towards a certain someone. Cardin growls, and stands up, but Oobleck would have none of that.

"Mr. Winchester. Please, take your seat." He cracked his neck. He then glances around to see Jaune snickering.

Dashing over to him in a blink of an eye, the blonde gasps. "You _and_ Mr. Arc can both see me after class for additional readings." Jaune whimpers in response as his shoulders slump over.

"Now then, moving on!"

* * *

 **…**

Later on…

After the lesson ends, Nora, Ren, Pyrrha, and Ben walk out of the classroom. Pyrrha however stops near the doorway, prompting Ben to do so as well.

"You guys can go ahead. I'll wait for Jaune." She tells the three. Ben stands next to her.

"I'll stay with you. I have something to say to Jaune after he comes out." He says. Nora and Ren shrug, and begin to walk off.

Pyrrha and Ben wait along the doorstep. After a minute or so, they see Oobleck zip out of the room, along with Jaune and Cardin. The boy wondered how fast he must've been going, and actually wondered if he could catch him as XLR8.

Jaune comes out first, and Cardin emerges behind him, pushing him to the ground an emitting an "Ow!" from him that makes the bully laugh before walking away.

Helping him up, Pyrrha and Ben glare at Cardin as he walks away. "You know, I really will break his legs."

"And not just that. It'll happen, and then we can slowly burn them to ashes…" Ben suggests with a diabolical grin. Jaune sighs, and suddenly, Pyrrha is struck by inspiration.

"I have an idea! You two, come with me!" She says as she drags the two by their arms. Ben and Jaune yelp as she zips away to who knows where…

* * *

 **…**

Night time…on the rooftop of the school dorms…

A dejected Jaune, Ben and Pyrrha come onto a rooftop of one of the buildings, with a clear view of the glowing green orbs in the central tower of Beacon.

"Pyrrha, I know I'm going through a hard time right now, but I'm not _that_ depressed." He says as he looks down. "I…could always be a farmer or something."

Ben notices the red head blushing from misunderstanding as she pushes his shoulder. "N-n-no! That's not why I brought you up here, Jaune!"

"Then, why?" He asks. Pyrrha holds her arm.

"Jaune, I know you're having a difficult time in class and that you're still not the strongest of fighters, so... I want to help you! Ben can help us too!" She says. Ben points to himself in question.

"Wh-What?" He blinks in confusion. Pyrrha then grabs his hands.

"We can train up here after class where no one can bother us!" She proposes. Jaune narrows his eyes.

"You…think I need help?" Ben thinks he's starting to get the wrong idea.

"N-No, that's not what I meant…" She mumbles. Jaune raises an eyebrow though.

"But…you just said it." He replies. Ben folds his arms and sighs.

"Jaune, everyone needs a push from time to time. It doesn't segregate you from the rest of us. You made it to Beacon, and that's high praise already." Ben speaks out.

Jaune shakes his head, lowering his head. "You're wrong, you two… I-I actually don't belong here."

"That's a terrible thing to say! Of course you do!" Pyrrha pleads to him. Ben could've sworn he heard snickering underneath him. Growing suspicious, he grabs something from his pocket.

Letting it down on the ground, it begins to slither off the side of the building. Rolling his sleeve, he taps a few buttons on the Omnitrix as he goes back to listening to the drama between Jaune and Pyrrha.

"No, I don't!" He yells angrily. "I wasn't really accepted into Beacon..."

He sighs as Pyrrha reacts bewilderedly. Ben wondered what he meant by that though.

"What…do you mean?" She hesitated to ask that question. The blonde stutters around as he finds the courage to talk.

"…I mean I didn't go to combat school, I didn't pass any tests. I didn't _earn_ my spot at this Academy!" He yells once more "I lied! I got my hands on some fake transcripts, and I lied!"

"Eh? But…why?" She asks with widened eyes. Jaune slumps down as he turns around towards the night sky.

"'Cause _this_ is always what I've wanted to be! My father, my grandfather, and his father before him were all warriors! They were all heroes! I wanted to be one, too... I was just never good enough." He confesses.

Pyrrha blinks several times, before placing a hand on his shoulder. "Then let me help you!"

Ben's eyes widen as Jaune turns on her, taking her hand off with frustration. "No! I don't want help! I don't want to be the damsel in distress! I want to _be_ the hero!"

"Jaune, I—"

"I'm tired of being the lovable idiot that gets stuck in a tree while his friends fight for their lives! Don't you guys get it?! If I can't do this on my own, then…what good am I?" His voice lowers down.

Pyrrha attempts to reach out for his arm to comfort him. But before he could lean back from her touch, Ben pushes his back. The blonde gasps as he grabs Pyrrha into a hug, making the redhead blush.

"B-Ben? What the heck are you—"

"Jaune Arc…" Ben utters. The two teen turn to see the boy with a disappointed face. "I'm only going to say one thing, so listen closely."

The two back off from each other, and direct their attention to the boy. Ben sighs, and puts his hands on his hips.

"When you think of a hero, what do you first think of?" He asks. Jaune and Pyrrha blink at each other, with Jaune being the first to answer.

"The…epic tale of him saving the world, right?" He assumes. Ben nods, but then puts up a finger.

"Correct, but that's not the right answer!" He says. "It may be the thing that everyone thinks of, but it is not the most _important_ thing about the hero!"

"Then…what is it?" Pyrrha asks. Ben raises a finger.

"What matters most, is the journey that the hero takes to get how strong he was at the end. What factored to it; encounters with enemies, meeting friends, training with them. No hero achieves their goal by themselves." He answers.

"Jaune. You have a _team_ at your side. They'll be with you through the thick and thin for the four years you'll be staying in Beacon. They're your friends, and friends help one another, no matter their circumstances. It's always a team effort."

"Team effort…but—"

"And yes, I may sound hypocritical with the fact that I have this god forsaken thing on me, but even I had to have help in order learn and hone my abilities!" He quickly interrupts the teen as he points to the Omnitrix.

"The point is, you gotta rely on people for _some_ things. You can't do everything yourself. That's all I wanted to say. So…think about that, yeah?" He says. Walking towards the exit, he pats his back.

The two watch as he leaves. Pyrrha turns to the blonde, but as she opens her mouth, he raises an arm.

"Please. Just…leave me alone for a bit." He asks politely. She lowers her head, her expression looking sad.

"Well, if that's what you think is the best… Just, humor Ben's words, alright?" She reminds him as her footsteps start to get softer, until she exits the rooftop.

Jaune, after he sees her leave, paces a little until he hears a mocking laugh and Cardin appears on the roof from his window. The blonde gasps upon seeing the bully.

"Oh Jaune…" Cardin chuckles.

"C-Cardin?" Jaune yelps. The bully snickers as he walks around him.

"I couldn't help but overhear you two from my dorm room. So, you snuck into Beacon, huh? I gotta say, Jaune, I never expected _you_ to be such a rebel!" He admits with a smile. The blonde gulps.

"C-Cardin, please! Please, don't tell anyone!" He begs. The bully snickers as he walks towards him.

"Tell? Come on, why would I do something like that and rat out a friend?" He suddenly says, surprising him as he traps the blonde in a headlock.

"A-A friend? Really?" He stutters. Cardin grins.

"Of course, Jauney boy! The way I see it, as long as you're there for me when I need you, we'll be friends for a _long_ time!" He replies as he throws him down to the floor.

"And speaking of which, I don't have much time to do those extra readings for Dr. Oobleck. Think you can take care of that for me, buddy?" He basically orders as he leans to rub his hair. Chuckling, he stands up.

"That's what I thought." He then starts to go back towards to hang on the edge. "So don't worry, Jauney boy, your secrets safe with your best friend Cardin…"

Dropping back into his room, Jaune rubs his neck in pain and worry. As he stands up, he begins to shake in fear. "Aw man, what am I gonna do now?"

Pacing back in forth, he begins to sweat beads as he drops to the floor. As he does though, he starts to hear the footsteps of Pyrrha and Ben. Looking up, he sees the two standing in front of him.

"P-Pyrrha, Ben? What're you guys doing back here? I thought you guys went back to our room?" He gulps in nervousness. The redhead glares at him, before bringing him up to stand.

"Py-Pyrrha, what're you—" Slapping him across the face, the blonde lands on the floor with a deadpan. Ben darts his view between the two.

"I didn't think you'd actually do it." He blinks in surprise. Jaune takes a moment to remain in his deadpan state, before groaning in pain.

"O-Ow…! Pyrrha, what was that all abo—"

"You see what happens when you don't come and ask for help?!" She says as she falls onto him, hugging his body. His eyes widen upon seeing a few tears pour down her face.

"Pyrrha…" He softly says. The girl sniffs for a moment, before facing him properly.

"That's what happens to people who try to do everything on their own! They end up in a horrible situation, and are trapped without knowing what to do! Why can't you understand that I just want to _help_ you get stronger, so that you _can_ stand with the rest of us?!" She sobs as she yells in his face.

As Ben watches the girl's outbreak, he pulls out the Omnitrix again with an evil grin appearing on his face. Jaune takes a moment to let the girl rest on her shoulders, his mind finally cleared. Taking her words in, he finally realizes what she meant.

"Oh…I get it now…" He smiles as he pulls Pyrrha away. Wiping her tears off, he bows slightly.

"I get it now... I freaking get it… I don't have to do everything myself. I can rely on my friends to get stronger… _I,_ can get stronger, with help…! Why the heck didn't I realize that for, Ben?! I'm such a doofus!" He reacts with his normal, comedic self.

Pyrrha begins to laugh upon seeing his cheerful nature return. As Ben walks between them, he pats their shoulders. The two turn to them, grinning.

"So, when's the honeymoon?" He chuckles. Jaune and Pyrrha wondered what he meant, and as they turn to face each other, they immediately blush upon realizing how close they were, and how they were positioned.

"A-AH!" They both yelp as they stand up. Pyrrha cups her cheeks, which had now started to burn red. Jaune covers his face with an arm as he faces away from the redhead.

"B-Ben, why'd you have to ruin the moment like that for?" She whines as she flail her arms towards Ben.

"Ruin? Ah, but it's just getting started…! Come on, over here." He gestures for them to come over to the edge of the rooftop.

The two look at each other, and then oblige his request. Sneaking over to the edge, they watch as Ben unravels the Omnitrix. The hourglass was now glowing, and displayed a screen. It showed what seemed to be the point of view from a small insect's.

"What is that?" Pyrrha looks over. Ben reaches into his pocket, taking out a small snake like device.

"Just a little something I cooked up. Hey, watch this…!" He begins to snicker as he presses a few buttons on the Omnitrix.

The two watch as the small snake-like robot slithers down the side of the rooftop. As it continued to slide down, their eyes widen at the sight of a pipe leading right next to Team CRDL's room. Sneaking into the open window, the screen shows the entire team of bullies laughing, presumably at their attempt at blackmailing Jaune.

"Ha! The little squirt's our money boy now!" Cardin boasts. "Hey, what else should we have him do?"

"Oh, oh! I know, make him attack that stupid redhead and that Tennyson kid! We still owe them a beat down from earlier!" Russel snickers. Sky and Dove laugh in agreement.

Pyrrha growls. "Those scumbags…" She grits her teeth. Ben pokes her nose.

"Calm down, Pyrrha. Now then, get ready for a shock…" He says as it roams around the carpet of their room.

The entire roomy was messy, and that was an understatement. Posters of magazine girls littered the walls, and graffiti horrified the ceiling. There were remains of food everywhere, and scraps of paper along with trash bags. The only real thing Team CRDL took care of was their weapons and armor.

Eventually, as the machine starts to come into the middle of the room, Sky points down in suspicion. "Hey, what is that thing?"

"That a green rat? Kill it!" Dove yells as he stomps on the machine. Before he did so, Ben snickers as he presses a few buttons.

Right as Dove crushed it, as the machine exploded into a smoke of green, suddenly the windows closed, and the doors clinked with the sound of locking. Team CRDL starts to panic as the gas starts to envelop the entire room. Screaming, they try to open the doors and windows to no avail. Jaune and Pyrrha could hear them yelling in horror for a little while longer, before hearing nothing but silence. The two look at Ben in worry.

"B-Ben? What did…you do to them?" He asks. Pyrrha nods in agreement as they turn to Ben.

"Aw, it's nothing lethal. I just mixed in little air, steam, and earth Dust, plus a few extra components of my own." He reveals as he stands up. "Together, they make a useful knockout gas that causes short-term memory loss! So you don't have to worry about Cardin blackmailing you!"

Jaune's eyes widen. "R-Really?"

"Yes, yes… _*Yawn*_ Now then, I'll be going back to our room. Don't stay up too long, lovebirds!" He gives them one last snicker as they blush red once more. As he leaves, Team CRDL's windows and doors open, shortly relieving the room of the gas.

As the two calm down, they stand up awkwardly. Jaune scratches the back of head sheepishly while Pyrrha fidgets her fingers. Looking around, she begins to go behind Jaune's back in order to push him on.

"W-Well, let's also go! We need to get ready for tomorrow, after all!" She says as she hides her red face beneath his back. As they start to exit the rooftop as well, unbeknownst to them, Ben stuck a device on the wall near them. As they close the door, the device snaps off, and begins to fly away to another location.

Ben could be heard snickering as he and Ren suddenly peek out. "I really love do playing Cupid. I finally realize what you were saying, Ren!" From around a different corner, the master and pupil watch as the blonde and redhead walk away.

"Indeed. I noticed how she looked at him when we were first introduced to one another. It's good to make people aware of what's in front of them!" Ren smiles. However, he then looks at Ben.

 _'…By the way, I wonder how he's doing with Ruby?_ ' He then wonders. The boy snickers as he begins to follow the two.

Ren wondered if he thought the wrong question…

* * *

Another one bites the dust!

Really wanted to emphasize the start of Arkos, so why not now? We all know that Pyrrha had an interest in the blonde the moment she laid eyes on him, why not kick them off with a great start?! We also protected the bunny waifu as well!

Cardin's a crapper. I wondered if his god forsaken team even survived the fall of Beacon. He can die for all I care lol. Hm…too bloodthirsty on my part? Ha, maybe so, but I guess that's just some of my thoughts going out. I think I kinda twisted some things up though.

And, since I did that, I wonder how I should write the part about Forever Fall? Since Ben may have had some help from a certain gas-making alien, the factors leading to the events in the original series won't be able to add up… Hoho, a challenge on my part I guess!

So, with that all said, I'll see you all in the next chapter. Please rate/review this story, and I'll see you later! Time to hop away! Did you all get the references I made in this chapter?! Try to name them all out!


	6. Arc of Time, Animal Unleashed…

Lol, I fell asleep while finishing the bottom part of the Author's Notes. I can upload now of all of a sudden!

Welcome back you weapon and alien loving fans of RWBY and Ben 10! Emiyn here with another chapter for your greedy eyes to read upon! Let's go over the usual stuff again.

 **Weapon Upgrades**

I do plan to have some sort of upgrade to the weapons, whether they be upgraded _by_ Upgrade, or get reworked by the likes of Grey Matter or Brainstorm. I also think maybe a temporary buff to the weapon might work, like Torbjorn getting a temporary weapon upgrade with Molten Core. Like a last resort in case.

 **Ultimates and Fusions**

Yeah, I'll think of some way to implement the Ultimates, but the Fusions are pretty complex. There are literally _hundreds_ of different combinations, so if I started to introduce them, it would be a bitch to tally the transformation appearances.

 **Upgraded Penny**

Insert Lenny face… Think of the initial concept from Ultimate Fairy's Upgraded Armadura armor for Erza. Penny will kind of be like a mixture of that, and a mixture of the Upgrade Suit from Heroes United, adjusted to form a stylish costume for her of course? Her swords will get upgraded, and I remember her having a jet function by combining them together as well? Oooooh, so many ideas…

 **Ben and the action of Killing**

Yes, Ben does realize that it's sometimes necessary to kill, but he's one of those guys that's like 'if we don't have to do it, we won't do it'. It isn't a necessary thing to do always, but when they propose a significant threat or parlor to an important goal, then the proper actions will take place.

I do plan on action with bunny girl and some other ideas, like the Prank War. How would the Nemetrix come into play though? Malware isn't even aware of the Omntrix, nor does Azmuth care for anything technically since he's still at Xenon. Zwei could probably use it though.

Anyhow, that's all I have to say, let's get to the chapter! As always, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading! Thanks for over 150 reviews, over 120 Follows and Favorites, and over 8,500 views! This is a _14k_ worded chapter, nevermind 13k!

The third season of RWBY Chibi also has started! Hooray!

* * *

 **Chapter 6:** _Arc of Time, Animal Unleashed…_

 **…**

"Combat Class! Yay!"

Ruby hums as Team RWBY and JNP(B)R enter the Combat classroom. The day was now moved onto the next, with another class on Official Combat taking place once again. As everyone gathered into the room and began to settle in, it was then that Glynda prepared to call out the fighters for today's practice.

"Yay, another Combat Class!" Ruby bounces on her seat as she repeats herself. Yang cracks her knuckles in response.

"When is it my turn to fight…? I wanna fight, I wanna fight…" She repeatedly mutters.

"School isn't just about fighting, Yang." Weiss scolded the blonde brawler. "It's also about learning and developing new schools."

"Which you can do by fighting!"

She sighs, deciding to give up for now on convincing the one-tracked mind of the girl known as Yang Xiao Long. With her arms folded, she looked onto the stage as Glynda appears out from the back.

"I wonder who's gonna be picked though?" Ruby decided to join in. "…At least it won't be Jaune and Cardin fighting again."

"…Hopefully." Blake adds as she puts her book down.

On Team JNP(B)R's side, Ren and Ben were busy discussing ways on how to polish their weapons. For StormFlower, the green eyed youth suggested wiping the paired pistols' blades with a clean rag and applying some sleek oil so that the locking mechanism would be smoother the next time he used it.

Mundvridi was much simpler. The blade itself was pretty easy to maintain, as the extended blade ends were held by a durable string of nano fiber that required little to no cleaning. Only the bladed parts and the hilt needed some minor cleaning, plus some filing and sanding to the blade to sharpen it up, so Ren didn't have much to advice upon.

Jaune sighs he looks onto the stage.

"At least I won't be picked this time…" Jaune mumbles. "I probably couldn't take another loss, heh heh…"

"Don't be so hard on yourself. Remember what we told you, negative thoughts only get in the way. Perhaps you can learn from this lesson, even without engaging in direct conflict yourself." Pyrrha turns to him in concern.

"Oh, yeah…" He then smiles. Pyrrha nods in satisfaction to that answer as Glynda walks onto the front. The chatter between the students begins to halt slowly as she gets closer.

"So, are you excited, Ben?" Ren slipped his scroll back up alongside his sleeve. The thing about the room was that it contained a wide circular stage meant to provide students with sufficient space for sparring. The seats were organized in several tiers and the roof was elevated in a dome around the room.

"I'm just wondering who'll be my opponent for my match if I get picked. It'll be cool to see how I fare in an actual fight with one of the students. I haven't done so, so far." He replies.

"I'll say! If you go as one of your aliens like that giant tiger, you'll squish your opponent flat no matter how tough they may be!" Nora pops up between the two.

Professor Goodwitch strode onto the stage. Her piercing gaze passed over the students, each of whom sat a little straighter in their seats. The professor adjusted her glasses once as she sighs.

"…Very good. We shall now start the Combat Class. I will call out two participants for the first match, so please be prepared if it is you who is selected." She looks around, before going down to her screen.

"I must remind you all once again however, all of you are here because you are expecting to become our next generation of successful Huntsmen and Huntresses. In your time in Beacon, you will learn many skills that will be expected of you in the future once you graduate. Combat is no different. While you are already among the best of your generation, you are still required to polish up your actual skills in the field. As you are now, you are all not ready to become proper Huntsmen and Huntresses."

A silence in the room fills the time, but she could tell that the students were indeed absorbing the words from her speech.

"But you will be. That is what we Combat Instructors are here for. We will beat you into shape and by the time you graduate, you will hopefully be of an acceptable standard to join the ranks of Vale's Huntsmen." She finishes as she tilts her glasses.

"Now then, are there any questions before we begin?" She asks.

The crowd was once again silent in response, but as her eyes glazed around, Ben raised his hand. "I have one. Are there any specific rules for the matches?"

Glynda spins her crop stick, nodding in response as she catches it in her left hand. "Any form of tactic, no matter how civilized or underhanded, is acceptable. We know that in the future, you will be fighting for the survival of your life, as well as others. We will not stop you if you feel the need to perform any necessary actions, such as one that recently took place in a previous match."

"Did she have to remind me again…?" Jaune whimpers. "That knee to the gut hurt like heck too…"

Glynda rolls her eyes, and continues. "Your Aura levels will be monitored during the fight, and you will be stopped the moment either participant's Aura falls into the red or is incapacitated. You are permitted to use any weapons of your own choosing during your matches and you may call for a forfeit if you are unable to continue. Anything else?"

Glancing around once more and this time seeing no raised hands, she pulls up her screen, expanding out the class roster. Briefly peaking up towards the students from her device, her gaze first went down to Pyrrha.

"Can we please have Pyrrha Nikos of Team JNP(B)R come down to the stage for our first fight?" She first calls out. The redhead nods as she stands from the row from which Team RWBY and JNP(B)R sat at.

"Good luck, Pyrrha!" Jaune calls out. Nora grins. "Yeah, beat'em up good!"

"That's not going to be good encouragement for her opponent, Nora." Ren counters. "Pyrrha is already well known for her combat efficiency."

"How good are we talking? I mean from besides the time we fought together against those Grimm in the Emerald Forest." Ben then asks.

"Well, let's just say she was good enough to be declared as one of the best of our generation, to say the least."

"Hmm, well good luck to whoever fights her then." Ben glances at Pyrrha as she starts to arrive on stage.

"Very good. And, for her opponent. Would _Ben Tennyson_ from said teamplease come up onto the stage?" She then pressed another icon on the screen. The boy froze for a moment, before darting his eyes over to her.

"Wait, _me_?" He pointed to himself.

"Yes, Mr. Tennyson. That is precisely what I said."

Glynda's glare towards the youth made him flinch, before groaning in self confliction. It didn't help when Pyrrha's name started to go around in murmurs. Most of the census was already curious/suspicious about Ben's presence in Beacon itself, so many people were starting to take great interest in this upcoming fight. Their assumption in his mind was probably that he was an upcoming prodigy that skipped many years of school due to his talent.

The fact that he was facing a girl said to be a star in her generation, plus an actual person with a more complex style of thinking compared to the animalistic nature of the Grimm made it all the more difficult to stay calm suddenly.

"…Huh, should I take back that statement?" Nora wonders.

"Probably." Both Blake and Ren respond. Yang however whistles.

"This is getting even better! Don't you think so, Ruby?!"

"Yeah! I can't wait to see how they'll do!" She nods furiously. "I wonder if we get to see any new forms today as well!"

 _'Hopefully none…'_ Ben sweat drops. He didn't want to gain any _more_ attraction to himself. Being in the equivalent of a combat high school was already bad enough, he didn't want the people to panic from seeing his transformations either.

Pyrrha herself of course was mildly surprised by the surprise election, but after taking a moment to think it through, she began to see this as an opportunity for a once in a lifetime fight. Ben shivered as he started to go onstage, now noticing the eager smile on her face. He could've sworn she saw a flame coursing through her eyes.

 _'I think the Universe punished me for saying that at first…'_ Ben gulps nervously as he started to go into a sweat.

"Now then, please prepare yourselves by entering the nearby locker rooms. You shall proceed with the sparring after both contestants are in their optimal fighting conditions." Glynda shuts her screen down as she notions for the two to temporary leave.

As he exited the room, Ben tried to think of any strategies he could use against the warrior teen. Obviously, she had him beat in the experience degree, and most likely in the physical strength, as well as skill departments. Speed was probably the only he may had had an advantage in.

…Was it too late to leave? No, he had to stay. There was nothing he could do at that point, not after the professor had already assigned him his sparring partner. Both participants left the stage to enter their respective changing rooms where the lockers containing their combat attire and weapons had landed, as their rocket propelled lockers were sent there by Glynda. Changing out of his uniform and into his combat outfit, as he slipped on his top, he looked back at a mirror.

Prior to this, he noticed that many of the students present in the school had personal emblems designated on their clothing. In response to that, as Ben turned around, a large Omnitrix circle was show in its full glory on his back. Equipping Mundvridi and his ammunition of Dust, before he left, he took out one more thing.

"…I might actually have to use this." He said as he rolled his left sleeve up. The thing he took out resembled a badge of some sort, to which he placed on the end of the Omnitrix.

It quickly began to expand around the device as he unraveled his sleeve back. Closing the locker, Ben's expression straightened as he prepared the match of a lifetime.

* * *

 **…**

Exiting the changing rooms and returning to the stage in a few minutes, everyone watched as Ben and Pyrrha entered. Ruby noticed that he had no trace of his usual goofy feel on his face. It reminded her of when they first met, but with his tone being placed in one meant for challenge rather than heroics.

As Glynda glanced at the two, she merely nodded as she issued for the match to begin. As soon as she did so, the lights shuttered down, with only the ones on the stage remaining lit up. Pyrrha took a stance as she equipped Miló and Akoúo̱, keeping her sword shut behind her shield as she held it in front of her chest at a modest distance.

Ben slowly reached for his back and drew out Mundvridi. It shifted into its sword form as Ben hanged low, almost as if he was going to lunge or dive. The redhead was curious about this positioning, because the look on Ben's face practically read out that he was confident in that stance. Regardless, Pyrrha eyed his weapon as his hand started to nudge towards the pommel.

Ben was aware of her weapon's configurations, and how long it took to shift into each of its alternative forms. No doubt that Aura also covered her entire body, both as a shield for her body, and as enhancements for her gear. Ben narrows his eyes as he concentrates Aura into Mundvridi.

Yang, Blake, and everyone else watched as the two remained seemingly still, their gazes locked on each other like statues. However, it was that Ben suddenly leaped forward, using Aura gathered at his feet to fling like an arrow. Extending Mundvridi forward like a scorpion's stinger, Pyrrha quickly crouches down in an attempt to block with her shield. As the attack landed on the dead center of her shield, she could feel the force of his momentum rise up into her arms. Grunting, she pushed forward, pushing Ben back into the air. Flipping once, he landed on his toes and immediately started to circle around her.

"I don't I've seen him fight like that before." Jaune notes. Ren cups his chin and nods.

"Indeed. He's effortlessly using the momentum he gathered to pin down quick and deadly strikes. If the opponent can't react fast enough to dodge, they'll be forced to block. That in turn may begin to stress the muscles of the individual blocking, since his own arm isn't being affected as much." He explains.

Jaune didn't expect him to give a full explanation, but he quickly shrugged it off as they continued to watch.

Every so often, Ben would dash forward towards her, using his smaller stature in an attempt to get her at her blind spots, which were the areas not protected by her weapon and shield. However, Pyrrha wasn't called a prodigy for nothing. Along with her skill, she also possessed quite the reflexes, blocking each of his attacks with Akoúo̱ by contorting her body with blazing reaction speed.

"Tch…!" Ben grunts as he backs off, quickly switching Mundvridi to its auto machine gun mode. The crowd watches as he slides forward, quickly inserting a brown Dust _crystal_ into its slot. Pyrrha notices from her view that his face turned into a smirk for an instant as Mundvridi shot out a brown smoke screen.

"Ah, he blinded her with Earth Dust!" Ruby comments. "And was that a crystal he put in, not a cell?"

"Depending on the state of Dust, it can have different properties, Ruby." Weiss quickly answers, both of their eyes glued to the fight still.

No one could currently see what was happening, but the sound of metal clanging against metal, as well as energy being deflected off metal was heard for a bit, until Ben was seen flying out of the center, as if he was thrown or kicked away.

"That was clever, but not good enough." Pyrrha smirks as the smoke screen dissipates in an instant. "Earth is made partly of metallic materials, so I could manipulate it partially using my Semblance."

 _'Geh, forgot about that…'_ Ben face palmed mentally as he landed on a knee. So far, Pyrrha was not going full out. Her Semblance was Polarity, the ability to act with the force of magnetism at her fingertips, meaning she could've manipulated his weapon as she liked if she chose to do so. However, he knew that even she wouldn't do something as rude as that.

Continuing to rashly charge in and out using hit and run tactics, Ben started to notice that she was beginning to predict his movements. Every time he came for a lunge, when he backed away, she would try to shoot him with Miló's rifle form. Thankfully, Ben's agility prevented any damage from occurring onto his body, but at this rate, he was going to get caught in her trap unless he changed his way of approaching and disengaging.

After breaking away one more time, this time Ben blocked the oncoming of shots with Mundvridi's blade, something Pyrrha took note of. After deflecting them away, Ben breathed as he started to take decided a new stance. Holding Mundvridi out with two hands at waist level, his left foot was placed slightly behind the right with the left heel slightly raised, with both feet are parallel. His hips were straight forward, his shoulders were relaxed, and his spine was perpendicular to the floor.

Taking out a black Dust cell, he inserts it into Mundvridi's slot. The blade glows black, with Ben's stance seeming a bit heavier now. Pyrrha paused for a moment to assume a defense position, wondering what he was attempting to do.

"I must, those are some _metaling_ weapons you have there… They're a real work of art to go around, you know." Ben suddenly says with a small smile, but not even taking a moment off her face.

"Thank you. I wasn't expecting you to employ such a manner of attack. You have good reaction timing as well as reflexes." She complimented back.

The two continued to stare at each other as Ben started to slowly nudge over. As he started to come right into a few meters' distance away from Pyrrha, his eyes quickly widen as he suddenly swings down Mundvridi straight down. Stepping back, he quickly dashed forward and began to swing in a multitude of directions. Every time she blocked an attack from one direction, he would swing to a blind spot and attempt a slash. Luckily for her, she was able to block his attacks, but couldn't help but notice that he was starting to close the distance between himself and her.

As she blocked one more attack, Ben suddenly bends his knees and crouches underneath her shield, making her stare down as he then attempted to push upwards with a reverse gripped slash. Her eyes widen as she quickly lets go of her shield, with a black glow surrounding her hand immediately that was shown to stop his attack. Mundvridi's blade was centimeters away from her jaw.

"Woah! That was crazy!" Yang slams her arms down in awe. "Did you see what he just did?"

"He was all zipping around at first, but he suddenly switched to a technical style of attack!" Ruby nods as she adds own. Blake cups her chin in wonder.

The crowd was already in shock at the level of combat that they displayed. Ben grits his teeth with a smile as his arms were shaking from his attempt to continue his slash. Pyrrha did the same, although she seemed to be visually surprised at the same time.

"Very…sneaky." She utters as she flings Mundvridi away from his arms. Quickly reattaching her shield, she bashes Ben away. Jaune yelps as he catches the blade in his arms.

"I know. Surprised you, didn't I?" Ben's gritting smile returns to a slight smirk as he lands on the floor. The first of blows had finally been met, with Pyrrha delivering the first blow of the match.

"So, what's your next move?" She then says as she switched Miló into its rifle form. Aiming the gun at him, Ben felt a marble of sweat drop down his face as she pulled the trigger, blasting a shot at him.

"Donuts…!" He mumbles as he rolls. His eyes narrowed as she continued her barrage, and she shortly began to dash towards him.

Continuing to dodge as she grew closer, Ben wiggled his left arm in question. Before he could confirm his thought, as he dodged and rolled once more, Pyrrha intersected him and did so as well. Rolling, her swing was swung out, causing him to trip as he stood up. Quickly regaining her balance and spinning while Miló switched to its sword form, she began to swing as Ben was seen staggering midair.

"This is it!" She yells as she swings with full force.

The scene goes into slow motion. Yang's jaw drops with excitement as Ruby and Jaune's eyes widen. Nora's grin stretches out as Blake and Ren narrow their eyes. As Miló's blade grew closer to his chest, Ben's eyes moved towards the red and yellow piece of metal. As it began to reach its target, Ben's left hand twitched as he flicked his wrist down, activating some kind of retracting lever. Ruby's eyes began to glance over as the Omnitrix core suddenly popped out. A few pulls of some kind of metallic and fibrous material were heard as it began to spin around.

The blade was soon reaching its target. As the spinning began to slow down, Pyrrha's brow furrowed in confusion as Ben glared while grinning.

"Not yet!" Time goes back to normal as the Omnitrix core slammed down into the device, wrapping Ben in a flash of green.

The crowd gasps as Ben starts to transform. Teams RWBY and JNP(B)R watch with dead stares as the light begins to fade away, replacing him with an alien resembling a humanoid moth. He had a blue body with black and white spots on his arms and legs that resembled ice chunks, a light blue torso and large pale green eyes. He had three pointed fingers and a thumb on each hand and two toes on each foot and a third toe-like extension on their ankles. Blue wings and antenna sprouted out, and they folded up to give the appearance of a hooded robe, giving him the appearance of a phantom. He wore a uniform of black and green, and the Omnitrix dial was located on his chest.

The crowd gasps at this transformation. Pyrrha quickly backs up and raises her shield as she begins to study this new form. Jaune felt like he was shivering as he saw cold air exhaled from his mouth. As Ben lands on the ground, he sighs.

"Geez, this fight's really becoming hot, isn't it? Why not give it a _**Big Chill**_ then!" He says as he leaps up, unfolding his wings as he begins to float. Weiss frowns as the moth alien breathes out a gas of blue. Yang snickers as she sits down, laughing in response to the pun.

Leaping back, the area that Big Chill breathed on quickly froze and began to generate ice pillars. The armored girl frowns a bit as she clangs her shield on them, cracking and breaking them down. Looking back at Big Chill, the moth alien began to fly around, this time breathing out ice beams. Pyrrha was successful in dodging most of them, either by rolling or diving away, but as she recovered and attempted to shoot the alien, before the bullet smashed into him, Big Chill's body turned transparent, becoming a blue shadow that floated.

"What?" She steps back.

"I can turn intangible, meaning that physical attacks won't work on me!" He smiles as shoots out another ice beam. Pyrrha's subtle surprise proved to be her downfall as Akoúo̱ became frozen. Before the effects could reach onto her, she quickly discards it, jumping back with a somewhat feral smile on her face.

"That was clever, but the process to get into this situation was dangerous." She remarked with slightly mild disapproval.

Big Chill shrugs, a confident smile still on his face. "Alright, then why don't we end this then? If you can't dodge this next attack, you and this entire stage will end up frozen solid!"

Pyrrha smiles. "I accept the challenge. Come at me!" Looking down at each other's scrolls, they both noticed that their levels of Aura were about to drop to the red zone, meaning that this truly was going to be the final confrontation.

Switching Miló back into a short sword, Big Chill smirks as he dives into the ground, shocking everyone.

"He phased into the ground! That's wacko!" Nora yells out. "He could peek in the girl's shower if he wanted to!"

"Nora, why is that the first thing that comes into your mind?" Ren asks with a frown as their eyes begin to wander around. There was no telling when he would emerge, so Pyrrha maintained a safe stance, locking the surround area for as far as two meters in length as she and the crowd began to wait.

The entire room goes silent as Pyrrha closes her eyes. Since she could see where he came out, she had to rely on her other senses. Time seemed to had passed by like a slow clock, and as Pyrrha waited, she started to hear the sound of ice forming. Opening her eyes, she immediately began to see ice forming underneath her feet, and growing out into an ice circle. Her eyes widen as she sees Big Chill sweep out from underneath her, his body in a fashion that looked like he was going for a full on freeze hug.

However, before he could though, with blinding reflexes, she rolls around his body as twirls Miló before stabbing it into the ground. Sending Aura into the blade, it began to spark with yellow waves of electricity. Big Chill glances around and gasps, before getting zapped by the energy.

"Guuuuuuueeeegh!" He blubbers from being electrocuted. Splashing around for a few more seconds, Pyrrha pulls Miló up, ending the electrical attack. Everyone winces as they see Big Chill cough out a puff of smoke, before phasing back to a burnt out color. He falls down to the floor in a comical matter as smoke sizzles off from his body. The attack also destroyed all the generated ice, freeing Pyrrha's shield.

"…Owie." Big Chill mutters as the Omnitrix dial flashes green. Reverting back to Ben, his body was colored charcoal black, and his hair was puffed up and was shown to be sparking with static electricity. Pyrrha pants a little as she walks over to him.

"I'm…sorry!" She breathes as she holds an arm out. Ben struggles to move for a second, but he quickly takes hold of her hand. Glynda waves her crop around, taking their Scrolls out and showing them to the class as the lights turn back on.

"Yeah, I lost. I didn't know Miló had a Dust function on it. I was counting on you on not knowing that electricity being Big Chill's weakness." He gives a pained smirk. Pyrrha chuckles as she helps him up. Glynda nods as she readjusts her glasses, and the students begin to cheer loudly in response to the end of the fight as the blonde begins to announce the results.

"Precisely. Since Mr. Tennyson's Aura readings have now dropped to the red zone. In this case, it would be wise for an official to call the match and end the fight. The two of you fought well, with Mr. Tennyson displaying the ability to display numerous fighting techniques and otherwise unique abilities." She starts.

"And congratulations Ms. Nikos. Your ability to adapt to Mr. Tennyson's orthodox methods of combat and make use of your available openings proved to be shown quite well in your performance." She nods towards her. As she checks her watch, she blinks in mild amusement.

"Well, it seems that we've finally completed the first match. Remember, be sure to keep your strength up, maintain your weapons, and most of all, _be aware_. Mr. Tennyson, Ms. Nikos, I suggest you go to your friends and have them help in aiding your recoveries." She then announces as she turns to select the next pair.

Walking off stage, Ben and Pyrrha go to the changing rooms. Ben had enough time to recover enough Aura, allowing him to heal most of his wounds, though he was a bit sore. Pyrrha was merely fatigued by all the action, but it didn't prove to give her any difficulty. Going to the changing rooms to clean up and change into his uniform as the professor called on the next pair of students, he then returned to the stands where his team was waiting with identical looks of amazement and awe.

"Wow that was some match!" Jaune praises him as Ben wobbles over to the group. Pyrrha was already seen sitting down, but she giggles as he comes over.

"That's an understatement! You gave _the_ Pyrrha Nikos a fight that made her as exhausted as she is now! I'm so proud of you!" Yang bear hugs the boy. He didn't have the strength to pull himself away, so he began to struggle in the chasm of her bosoms.

"Can't…breathe…" He croaks. Ruby gasps, pulling him out and holding onto him. The girl noticed that he was sweating quite a bit.

"Well, I was lucky enough to give her a few scares. Good thing I did some spare practice in the meantime." He chuckles weakly. "I doubt it'll be the same next time though.

"It was still very impressive to say the least." Weiss countered. Blake and Ren nod whole heartily as the cat girl pets his head. "It was a surprise to all of us. Not just the fact that you have the Omnitrix, but you can also fight without relying too much on it."

Ben was surprised with the amount of feedback from the ice girl, awkwardly scratching his cheek as they both go slightly pink from embarrassment. "I-I guess that's true."

Ruby's eyes widen slightly upon observing his figure. She cups her cheeks a little as her irises dilate slightly and her ears go red. _'That's so adorable…! He looks so cool, but he also looks adorable at the same time!'_

Weiss did continue to go on though. "Though I have a question. How were you able to maintain such a calm demeanor during the fight?"

Yang and Nora were actually nodding to this. "Yeah! It was like you were cutting off your emotions or something!" The hammer girl notes.

Ben raises an eyebrow. "Eh…? I guess, I think it's because of all that time I spent in the Null Void."

Weiss blinks. "The Null Void? What is that?"

Ben's eyes widen, and he face palms. "Oh… I never did explain to you all about my origins. I'll tell you guys after class."

Now that he was thinking about it, it was not something he had dwelled on. All he knew was that in the midst of battle, he would oftentimes find his body moving without any prior thought or conscious decision. He did not know why it happened, and had just assumed it was the instinct to survive in the Null Void. If you hid your emotions, you hid your presence, allowing one the opportunity to either hide from predators, or hunt unsuspecting prey.

Ruby responded with a beaming smile though. "Anyhow, you both did a great job though! I'd give a 10 out of 10~!"

"Ruby, Ben lost to Pyrrha though? Only one of them can be graded with a 10/10." Weiss reminded the younger girl.

"That's beside the point, silly! That match was amazing. It was like watching two veteran Huntsmen in action," Ruby responded, completely unfazed by her comment.

"Thanks, Ruby. But really, it wasn't all that great. I still have a long way to go." Ben smiles at her.

"You mean there's more?" Ruby's eyes were now shining as she picked up on what he had just blurted out. Ben blinks.

"Of course. I still have room to grow, and my technique could use some more work. Training is the key!" He grins. "And there's still a few things that I can't pull off just yet, though it's not really on my side."

"Hey, that just means that if we spar, you'll be that much of a cooler opponent to fight against! Oh, come here you, giving your big sister some exciting thoughts!" Yang attempts to give the boy another cuddle.

Weiss frowns as Ruby tries to keep him away from her. "Yang, don't give him some weird thoughts!"

The scythe girl scowls at her sister as she tightens her hold on him unconsciously. Ben goes into a deadpan state upon feeling something, but decided to not say anything for the moment. He did try to laugh all of the commotion off, but luckily for him, the next pair of students were starting to come up, freeing him from the rising awkward situation…

* * *

 **…**

Later on, night time…

"Yay! I can't wait for tomorrow!"

Ruby squanders around in her bed as Team RWBY prepares to take the night off after Combat Class was over. Weiss was seen sitting at one of the desks, continuing to study some notes she took from an earlier class. A paper with Ben's handwriting could be seen on the table. She had a face of disbelief as she looked back and forth between his and her own notes.

"…These notes are so long, yet so easy to understand… This makes me mildly annoyed." She grumbles as she starts to scribble down some key points.

"I guess you could say he gives off…encourage _mint_!" Yang snickers at her pun. Ruby stops fluttering around to groan in response to it, while Blake simply shakes her head in denial as she was seen reading a book once again.

"Speaking of classes, did something happen at first yesterday? I think I heard yelling coming from one of the dorm rooms." She asks as she lowers her book. Ruby and Yang glance at each other.

"I think that came from Team CRDL's room. Probably up to no good again, I'm sure." Ruby guesses. Yang cracks her knuckles as she grins.

"Well, if they ever try anything again, this time it's not going to be simple disarmament that'll happen." She promises. Blake smiles, and she closes her book.

"Well, let's hope for that then." She says as she tucks herself in. Ruby and Yang do so as well. Weiss glances behind them, and smirks as she finishes up the last of her work…

* * *

 **…**

The next day…

"I know this looks pretty to you guys, but I can't help but think that this entire forest looks like an ocean of blood…" Ben shivers as he walks awkwardly. Glynda pushes her glasses as she scoffs at the boy's reaction. He was nearly about to recover though, so that was good.

"Are you kidding, this place is a beauty of nature!" Weiss retorts. The blonde sighs as they continue on.

Today, Teams RWB(B)Y, JNPR, and CRDL were being led into the Forever Fall forest by Glynda. They look around in awe of the sight as she presses a few things on her screen.

"Yes, students, the forest of Forever Fall is indeed beautiful. But we are not here to sight-see. Professor Peach has asked all of you to collect samples from the trees deep inside this forest, and I'm here to make sure none of you die while doing so." She reminds them.

"That sounds…alleviating!" Jaune gulps as he chuckles nervously.

The group continues to walk on for a few minutes, and after they enter the deeper end of the forest, Glynda turns around, holding a jar full of violet-red sap.

"Each of you is to gather one jar's worth of red sap. However, this forest is full of the creatures of Grimm, so be sure to stay by your teammates. We will rendezvous back here by 4 o'clock. Have fun!" She sends them off.

Yang and Ruby smile at each other as they start to run off, with Weiss and Blake following shortly. And although Ben was assigned to Team RWBY for today, he couldn't help but follow Team JNPR, in fear that Nora would devour every last drop of sap. The team could already see the drool rolling down her face as she slips into the forest.

As both teams go off, Team CRDL glares at both their backs, but Cardin's eyes were set on Ben. Taking out the destroyed machine, he crushes it in his palm.

"Get ready, Tennyson, Nikos…"

* * *

 **…**

A bit of time passes, and Teams RWBY and JNPR arrive in the inner part of the forest. Weiss guided the group, notifying them which were the ones that were full of sap.

"…This reminds me of something…like a mix between honey, grape jam, and sugar water…" Ben tilts his head as he licks his thumb. "Geez, it's really sweet!"

"This is perfect for making cookies with!" Ruby squeals as she dances around in wonder. "The sweetness, the texture, the taste!"

"You guys don't want to see her when she's on a sugar rush." Yang gestures to her sister. Ren turns to her in disbelief.

"Ruby, on a sugar rush? Guys, _Nora_ is definitely something you don't want see when she's sugar happy." He eyes expand, and his irises contract in horror. "It's…terrifying."

As the teen fills a jar of sap and hands it to Nora, by the time he was just about to start to fill the next one, everyone could already hear the sound of slurping from the orange haired girl. Ren turns around to see her mouth plastered with the sap, and the entire jar licked clean.

"Ehehehe…" She giggles. Ren sighs as he starts to fill another container.

"You'd think people would come here regularly to, I don't know, steal this stuff. I bet you could make a lot of money making sweets or some other kind of product that used the sap." Jaune suggests as he looks at his filled sap jar. Pyrrha shrugs.

"Well, I don't think that's possible. I heard that they only produce this sap during specific times of the year. Isn't that right, Weiss?" The redhead asks the snow girl. She nods.

"Precisely! So, let's use this opportunity to get as much as we can! We can make cake out of it!" She holds her hands together in delight. Ben and Yang snicker at her surprisingly large amount of girly-ness.

"Speaking of eating…I am kinda hungry!" Ben rubs his stomach. Everyone hears as it growls loudly. Nora grins as she zips to Ben.

"Heeeey…wanna have a sap eating contest?!" She suddenly challenges him. Ben grins, and both teams watch as he activates the Omnitrix. Slamming the core down, the teams cover their eyes for a moment.

In a flash of green, he was replaced with a humanoid toad-like alien. He had swampy-green skin, tanned stomach and muzzles, black digits and black-green spots on his tail, limbs, hip, and on his back. His eyes were now sharper and green. He also has whisker like lines, and His teeth were now more aligned with visibly sharp canine teeth. He had a tail that was short and straightened. He wore a black open-front suit with green over-sleeves and grey bands around his legs and grey padding under his three-toed feet and wore the Omnitrix symbol on his right hand.

"What the heck is that?" Yang looks down at the small alien with a frown. Ben smirks as he opens his mouth. Everyone flinched as four tongues came out from his mouth, extending until they reached a nearby tree that had sap. Latching onto it, he reeled himself towards it, holding onto the trunk.

"You're on, Nora! You're no match for **Upchuck**!" He grins in a taunting matter. The orange haired girl cracks her knuckles, savagely grabbing onto a tree as well.

"Nora, please!" Ren pleads the girl to stop. Weiss and Blake merely pat him on the shoulder, shaking their heads with sympathetic looks on their faces.

"Hehehe… There's never a dull moment with him, is there?" Pyrrha giggles. Jaune chuckles as he and the others watch as they begin to slurp up sap directly from the trees themselves.

And it wasn't until around ten minutes that they stopped either. As they finished their last slurps, both of the challengers bounced onto the floor, both with huge bellies. Nora sighs with satisfaction as she turns to Upchuck. The toad alien snickers as his belly starts to glow green.

"Whelp, I need to get rid of this…" He says as he stands up. Weiss raises an eyebrow as he stares up into the sky.

"How? That's gonna take at least half-an-hour to digest, you know?" She explains. Upchuck merely smiles as he opens his mouth.

The glow in his stomach begins to rumble, and a moment later, Upchuck burps loudly as he spits out a giant ball of green liquid into the air. Most of the group frown in disgust, but they gasp as the giant ball explodes into a cloud of green smoke.

Upchuck burps a little more as he rubs his stomach, which had now turn back to normal. "Heh heh… That's why I call this guy Upchuck, Weiss."

"Disgusting…!" She growls. "Please don't turn into that when I'm around…"

The Gourmand snickers, and he taps the Omnitrix dial. Reverting back to Ben, he yawns as the green flash disperses. "Well, we got some time left, so I'm gonna take a nap around here…"

Walking away from the crowd, Blake ponders the thought to join him. Before she could though, Pyrrha had already started to go after him. The redhead notices her gaze, and waves at her.

"I'll watch him. Besides, I wanna ask him a few questions, if you don't mind of course." She politely asks. Blake smiles.

"Ah, it's alright. It's not like you have to ask me or anything." She replies. Nora and Ren turn to her though.

"But, don't you kinda act like a big sister to him or something, even though you said you guys aren't related?" She says as she sits up. Blake flinches, and sighs.

"Why does everyone say that…?" She mutters. Yang grins as she wraps an arm around her.

"Get used to it, sweetheart!" She states. Jaune snickers, and the Pyrrha smiles as she begins to go after Ben…

* * *

 **…**

"… _*Yawn*_ This looks like a good spot…"

Walking to a secluded part of the forest, Ben walks over to the underside of a large tree. Its leaves were darker than the rest, which allowed a better peace of location for the boy.

Sitting down against the truck, as he was about to get into a comfortable position, Ben notices Pyrrha walking towards him.

"Quite the dark part of the forest you went to. I don't think it's safe to sleep in a secluded place like this." She advises the boy. Ben shrugs as he folds his arms behind his head.

"Well, I'm used to it." He responds. Pyrrha frowns a bit as she sits down next to him with her legs laying on her side.

"Used to it? I didn't mean that in a good way, Ben." She blinks. "Was that it was like in the Null Void?"

Ben opens his eyes in response to her question. "Oh, right. I never did tell you guys about where I came from, at least, not down to the detail." He suddenly remembers. Pyrrha sweat drops as he swings upright.

"Well, you and everyone else probably know, but I already told Blake the full story." He first mentions. The redhead nods.

"Heh. Alright, lemme start from the beginning then…" Ben looks wayward as he begins to recall his memories once again. As he closes his eyes and begins to speak, Pyrrha listens to the dialogue with absolute serious and interest.

First going through his summer vacation, to obtaining the Omnitrix and using it for the first time, the redhead expressed a multitude of reactions, which included ones such as surprise, anger, sadness, anxiousness, confusion, and a holy bunch more!

"And did you really meet with this 'Kraken'? It sounds like quite the opportunity, to meet such a mythological entity!" Pyrrha cups her hands as she visualizes the thought in her head. Ben chuckles sarcastically though.

"Yeah…it was, really fun…" He tried to get the topic away by clearing his throat. "Anyways…! Moving on with the story…"

Continuing on, Ben started to retell his shenanigans that he did while back in Earth, such as encountering aliens that tried to eat a cul-de-sac of old people, or a time when he destroyed a giant planet sucking snail-monster from the inside. The redhead was equally intrigued by the stories, but as he started to move on, she noticed his tone getting a bit more neutral, and his expressing faltering slightly.

"And after all of that…was when I encountered Vilgax and Kevin during a trip to a local waterfall…" He brings his knees together. Pyrrha waits patiently as he starts once more.

"During this encounter, I happened to have a distinct advantage against them, but that proved to make me stubborn, and too self-confident in my abilities." He starts.

"When we were fighting, we accidentally stumbled through a portal that led to an alternate dimension. It was called…the Null Void." His eyes then narrowed. Pyrrha could've sworn she felt a dark energy from him for a brief moment.

"It sounds like an eerie place…" She mumbles in wonder. Ben sighs.

"Definitely. I'll show you what it looks like." Tapping a few buttons on the Omnitrix, a few images of the dark black and red chasm pops up. Pyrrha's eyes widen as she covers her mouth.

"My God… That looks like a prison… How could anyone survive there without losing their minds?" She asked in horror. Ben nods.

"I asked that question every day. It wasn't easy living in there at first." Ben chuckles as he looks up. Pyrrha looks at the boy in worry as he starts to finish off his story. Moving on to living there for two years, and then trying to build a portal out of there, he went on until he arrived in Remnant.

"…And, that's how I met Blake." He finishes. Pyrrha was speechless to say the least.

As she took the time to understand his story, she could see Ben's hands shivering. Noticing that the boy held his arms together to calm them down, she scoots next to him, cupping his face with a hand. The boy's eyes open and widen as he faces her.

"Py…Pyrrha?" He blinks. The redhead closes her eyes, and after a bit, opens them slowly.

"…Your soul. It feels like a mixture of many… It's quite interesting. Do you know about the full concept of Aura?" She then asked. Ben shakes his head slowly, and she smiles.

"Alright, then, as thanks for telling me your story, let me explain what Aura is to you in whole." She says as she closes her eyes once more.

As she does so, Ben could start to feel some unknown energy coursing into his body through the hand Pyrrha placed on his face. The girl smiles as she begins to speak.

"Aura is the manifestation of our soul. It bears our burdens and shields our hearts. Have you ever felt you were being watched without knowing that someone was there?" She then asks. Ben actually nods.

"Come to think of it, yeah… Ever since I arrived in Remnant, it felt like something was watching over me." He admits. Pyrrha nods as she continues the process.

"With practice, our Aura can be our shield. Everyone has it, even animals." She reveals. Ben then raises an eyebrow.

"What about creatures of the Grimm? Do they have an Aura?" He asks. Pyrrha shakes her head in denial.

"The monsters we fight lack a soul. They are creatures of Grimm, the manifestation of anonymity. They represent darkness, which clouds the very existence of such a force. We, the Huntsmen and Huntresses, are different in that matter. We can try to say that…we are the light that opposes that darkness. Through that understanding though, it helps us manifest our Aura as our knowledge of both elements clear our minds. Everyone has a bit of both." She adds on. Ben smiles as he continues to listen on to her speech.

"By baring your soul outward as a force, you can deflect harm. All of our tools and equipment are conduits for Aura. You use it to both enhance your attacks, and protect yourself from harm's way in a fight." She finishes as she opens her eyes.

"So, in…laymen's terms, it could function as not just a force field, but as any other reasonable form?" He tries to summarize the topic. Pyrrha giggles.

"Yes, in a way. That would be a simple way to explain the effects of projecting your Aura." She answers. She then closes her eyes again as she gently clamps her hand on Ben's face.

"Now, I want you to close your eyes, and concentrate. Think of your inner energy in the shape that you want it to form. The form, of a flowing sea of power surrounding your body…" She politely asks.

Ben gulps, complying with her order. "S-Sure…"

Pyrrha breathes in, and a moment later, her skin starts to glow. Her eyes quickly open up, and her irises shrink for a moment, before her shutting them once again. Her body slowly starts to glow red, and Ben an emerald green.

 _"For it is in passing that we achieve immortality. Through this, we become a paragon of virtue and glory to rise above all, infinite in distance and unbound by death. I release your soul, and by my shoulder protect thee!"_

Placing her hand on his chest, Pyrrha pulses in some of her Aura into Ben. He suddenly starts to feel energy being released from his body as they both open their eyes. Ben's eyes widen however upon seeing Pyrrha hunching over in tiredness.

"Pyrrha? You alright?" He asks in concern.

She raises a hand, and slowly gets up. "I'm alright. I just used my Aura to examine and completely unlock yours. The energy that surrounds you know has been unlocked fully, and is now your own. I must say, I've never seen anything like it either, so it's going to be a joy seeing what your Semblance will be."

"A…Semblance? I heard about those, but what are they actually?" He asks. Pyrrha smiles as she folds her arms.

"A Semblance is the manifestation of one's innate and personal power as an ability unique to each individual, with the effects varying greatly from user to user. The nature of one's Semblance is noted as representing an aspect of their character." She starts, but noticed Ben was a bit confused.

"Well, think of a Semblance as a more tangible projection of one's Aura. Compare Aura as the basic technique, and a Semblance as a unique ability specially given to each person according to their Aura. Everyone has Aura, but their properties all vary." She attempted to explain in an easier fashion.

"Oh… I think I get it now. It's like an ability that reflects a person as a whole." He surmises. Pyrrha nods as she claps her hands.

"Precisely. Once you discover what your Semblance is by using your Aura, you'll then learn to master it. It's a wonderful thing to experience firsthand, you know?" She giggles.

"I guess. It means that a person will know what kind of individual they truly are, despite what others may sa—hey…did you hear that?" Ben suddenly narrows his eyes as he starts to dart his eyes around. Pyrrha tilts her head in question.

Standing up, as they start to radar the surrounding area, Ben suddenly sees a jar of pink sap spring out of nowhere, and because of the sudden arrival of said object, he was unable to dodge in time. The jar shatters, splattering the sweet contents on his head. Pyrrha's eyes widen as she looks over the direction from which the jar was thrown.

"Tree sap…? Ugh, I already had enough for one day…" He groaned as he wiped his eyes. "Who threw that anyways?"

The redhead tries to help him wipe the substance off his face, but suddenly, from behind her, another jar smacks onto her, smearing the sap over the back of her head and neck.

" _Kyah!"_ She winced as her hands instinctively went to the back of her head. As Ben's face finally starts to clear up, his eyes shut open as he starts to look around.

"Pyrrha! Grr…Okay, whose smart idea was it throw two jars of sap…?" He growls. As he helps Pyrrha out, the sounds of laughter were beginning to be heard from the top of a hill.

Ben and Pyrrha turn to see Team CRDL laughing at them. Ben gives them an aggressive grin as he stands up.

"Oho… So, it was you guys, huh? Can't even bother to attack me in plain sight now, Cardin?" He calls out the team leader. Even Pyrrha's patience was starting to waver now as Cardin stands up.

"Say what you want, Tennyson. You and that know-it-all redhead are going to be targets for our little plan… A plan of payback, that is!" He says as he takes out a box. "Guess what we have in here?"

Ben and Pyrrha stare at the box that Russel takes out. The first thing they noticed was that of the sound of buzzing, the ones from the likes of wasps, or other similar swarm like insects. Ben didn't initially realize what was inside, but Pyrrha certainly did.

"…Rapier Wasps?! Cardin, you…!" She realizes what they were going to do. Sky and Dove snicker in response.

"That's right, nerd! Rapier Wasps swarm _all_ over something if they catch the scent of something sweet, like a buffet of two coated faces of Forever Fall tree sap!" He says as he takes the box from Russel.

"Sayonara, suckers!" He says as he prepares to throw it. Ben and Pyrrha equip their weapons, but before they could intersect the attack from Cardin and Team CRDL, they all begin to hear the roar of a beast starting to gallop nearby.

"Huh?" Looking back, a giant Ursa crashes into Team CRDL, knocking Sky and Russel down to the pair. Everyone watches as the beasts walks over to Cardin, growling lowly while sniffing the air.

It was indeed an Ursa, however, Ben and Pyrrha noticed the increased size of the Grimm, as well as the fact that it had many more bony spikes popping out from its back and limbs, making the creature even more dangerous. It roars loudly as it swipes at Dove, destroying his armor while also sending him down. Cardin drops the box of Rapier Wasps as he slowly starts to back up in fear.

Hesitating for a moment, he then took out his mace. The Ursa though wouldn't have any of that though, and effortlessly slaps it out of his hand. The weapon bounces off the ground, before landing next to Ben.

"Cardin, get out of there!" Ben yells as he begins to aim Mundvridi. Pyrrha takes aim with her rifle.

"That's an Ursa Major! It's much more dangerous than their younger counterparts. Cardin, jump, now!" She orders as she and Ben begin to fire at the large Grimm.

As the bear Grimm growls in retaliation, Cardin yelps as he jumps down. As it continued to take damage, as it brings its arm to block some more of the projectiles, it roars loudly. Ben gasps as he and Pyrrha start to hear more Ursas appear.

"T-That's a whole lot of Ursas!" Sky yells as he starts to run away. Dove follows shortly as Russel starts to back up as well

"U-Ursas! Run for your lives!" He screams as he panics away. Cardin growls as he gets up, and begins to step back as well. Ben notices this, and glances back.

"Cardin, we need back-up! Call the others while we hold them off here! Hurry!" He yells. The bully frowns at them, but that soon turns into a sigh as he turns around. After seeing him leave, Ben turns back to the sight of the Ursas.

"Great. We're swamped in tree sap, and those Grimm are looking hungry… What do we do, Pyrrha?" He asks as he scoots over towards the armored girl.

"…What we said at first. We have to hold out until our reinforcements come and assist us. So for now, we hold the line. Fire away, and keep your distance away from them, especially from the leader!" Pyrrha yells as she throws her shield at one of the lower Ursas.

The beast growls as her shield bounces off its skull-like mask. As it began to rebound back onto her hand, one of the other Ursas jumped off from the slope, attempting to swipe at her. Before it could come toppling on top of her, she skids back and shoots a few shots into its unprotected underbelly, killing it as it landed on the floor with a loud thud.

"Quick, and efficient." Pyrrha utters as she reloads her rifle. Ben was sure she didn't mean any ill-feeling, but he couldn't help but feel a bit disturbed by the corpse of the Ursa as its glowing eyes started to dim from the lifeless-ness of its fading existence.

However, that didn't distract him from the task at hand. Aiming Mundvridi at another one of the bear-like Grimm, he then takes out a yellow Dust cell. Inserting it into Mundvridi's slot, the reticles glowed yellow as the barrel sparked with bits of yellow electricity. Pulling the trigger, Mundvridi shot out a bullet of yellow, stunning the body of its target as it landed under its jaw.

"Nice shot." Pyrrha compliments the boy as she switches her rifle to its sword form. Ben merely breathes out as he watches the Ursa collapse to the ground due to it becoming paralyzed.

In total, there were four Ursa Minors, and the one Ursa Major that seemed to lead them. As the larger Grimm glanced around to see its fallen brethren, it roared loudly as it and the other two Minors joined it. Ben and Pyrrha's eyes widen as they were forced to back away from the tremoring landing of the enemy. The Ursa Major quickly acted once it landed though, quickly dashing towards Ben, who happened to be closer.

"Guuuuuaraargh!" It growls as it gallops towards him, swiping away with its right paw. Ben gasps as he instinctively blocks with his right arm. The attack ended up tearing through his guard, knocking Mundvridi out of his arm, and flinging back into a tree.

"Gaaah!" He winced as his back slammed into the trunk. Pyrrha shouts his name as he slides down the tree, landing on the bottom while clutching his arm.

"Grr… He got my shooting arm…" He glared at the Major as it started to walk towards him. Pyrrha quickly dashes in front of him, blocking another swipe with her shield.

"Ben, are you alright?!" She barks behind herself. Ben grunts as he slowly stands up.

"He only nicked my right arm." He replied as if it wasn't a problem. As he started to get up, his eyes widen at the sight of his Aura beginning to show.

As the green glow started to surround his body, he could feel the scratches on his arm starting to patch up by themselves. He looks down at his arm, seeing the wounds disappear like nothing happened. Clenching his hand into a fist a few times, he grins at the Ursa as he stands straight.

"Oh, you are _so_ in trouble!" He glares as he activates the Omnitrix with a savage look on his face. Pyrrha smiles a bit upon his realization of the power of his Aura as he slams the core down.

In a flash, he was replaced with an orange animalistic alien. He appeared to be a large orange dog with no eyes, ears, nose, or tail. His posture and movements were also somewhat apelike. His teeth were much defined and stick out of his mouth. Instead of eyed, he used his sense of smell and hearing, which were aided by three gill-like nostrils located on each side of his neck. The Omnitrix dial was located on his left shoulder as a black and grey brace, with the dial still being black and green.

The orange alien yells as it leaps above Pyrrha, colliding into an Ursa Minor. Pushing it to the floor, he grabbed it with his front and threw it into the other one, slamming them both into the hill side.

"Woah… Good work, boy." She pets his back. Ben snorts, but he growls in question once they start to hear the sudden beeping of the Omntrix dial. A few seconds later, Ben flashes green once more, reverting back to his human form.

"…Huh? Hey, what gives, Omnitrix? I barely went **Wildmutt** for half a minute." He says as he stares down at the device clamped on his left wrist. "Ugh… Sometimes, I hate this watch…"

"Ben, watch out!" Pyrrha suddenly calls out. Glancing up, she dives and pushes him out of the way from the attack of the paralyzed Ursa, now recovered and more pissed than ever.

"Woah!" He slips as he and the redhead land on the floor of leaves. They quickly stand up, only to notice that they were now surrounded by the Ursa Major and its three Minors.

"…Whoops." He gulps. Pyrrha readies her shield, glancing at each enemy as they started to slowly scoot back from their advancing.

"We're cornered…" She narrows her eyes. "I can't see any way out of here. The minute we try anything, they'll jump right at us."

That also meant that the Ursas were aware of the Omnitrix. Pyrrha and Ben stood back in a hopeless corner. Only Pyrrha had weapons, Mundvridi was on the ground behind the Grimm, and the distance between the two and the Grimm was closing quickly. Ben and Pyrrha gritted their teeth as they waited for the inevitable, but suddenly…

"BEN/PYRRHA!" Ruby and Jaune suddenly yell out as they suddenly leap into the crowd. Ben and Pyrrha's eyes widen as the two knock away two of the Minor Ursas. Ruby slugs the two with the blunt edge of Crescent, before firing them away.

"Ben, Pyrrha! Are you alright?!" The girl asked in concern. The two smile with a sigh of relief as the swordsman and scythe girl join up with them.

"We're okay, now that you and Jaune are here now." Ben smiles. The blonde and the cloaked girl smile in response as they turn back to the Ursas.

Ben looks down at the Omnitrix. The hourglass begins to glow once more, indicating the reactivation of Active Mode. Smiling deviously, he activates the device as they rest of the team puts up their stances.

"It's hero time!" He then yells as he slams the core down. Everyone glances back, but then flinch a bit upon viewing this new transformation.

The flash of green replaced him with an alien resembling a werewolf. He had grey fur, a long flowing mane, and a large bushy tail, with three sharp claws on each hand and foot. The inside of his mouth was green, and wore the Omnitrix symbol on his lower stomach. He wore a suit of black and green.

"Hooooooooooowl!" Ben howls loudly as he crouches down on all fours. Ruby's eyes glitter upon viewing this canine transformation.

"AH, DOGGY!" She squeals. Ben sweat drops as he stands on his hind legs.

"Well, it's more like a werewolf than a dog…well, I guess **Blitzwolfer** isn't really any of those, since it's an alien… Anyways, moving on!" He corrects her, before facing the Grimm.

"Get back!" He growls at the Grimm as he breathes in. Hunching back, as he extended his snout forward, the team watched as his muzzle opened into four sections, revealing his the green inside of his mouth.

Jaune was a bit grossed out by it at first, but everyone covers their ears as green ultrasonic waves began to emit from his mouth as he howls. The sound attack soon began to reach the Ursas, pushing them off from their feet as Blitzwolfer put more effort into his attack.

Slamming into the rock wall of the hill, Blitzwolfer ceases his howl as he breathes out.

"Everyone, now!" He yells out as his quadra-hinged muzzle folds back into a complete mouth. While the Grimm were still dazed, Ruby propels herself using Crescent Rose, and cleanly slices off the head of one of the Ursa Minors.

"Pyrrha!" Ruby yells for the redhead. Blasting back, Pyrrha dashes forth, with Jaune following shortly behind her figure.

"Jaune!" Pyrrha calls out to her. The blonde nods, and they stand together with their shields held out. Slamming into another Ursa Minor, as their shields dealt out, Pyrrha quickly backed up and morphed her sword into its rifle form, dealing out several headshots as Jaune kept it pinned.

As it fell to the ground, Jaune backs up, and quickly rolls to the side to avoid a swipe from the Ursa Minor and Major. Blitzwolfer runs on all fours and grabs onto the Minor, swinging it around before throwing it into the air with another howl. Ruby and Pyrrha then take aim at the airborn Grimm, injecting several sniper and rifle bullets into its head and belly.

"Nice!" He yells as the Ursa lands on the floor with a slight tremor. Everyone then turns to the Ursa Major. The leader Grimm growls lowly as Jaune begins to circle with it, slowly walking to the side as the blonde follows suit.

"I got this one!" He calls out. Pyrrha looks at him in worry, but Ruby pats her shoulder, giving her a confident smile. Blitzwolfer leaps back to the two as he watches along with them.

"You sure he's alright? That Ursa is more powerful than its brethren." He says as he looks at the two fighters. Ruby smiles with confidence.

"It's fine! Just look at him. His eyes are calm, and his stance is smooth." She replies.

Looking back at the scene, they watch as Jaune prepares to battle with the Ursa Major.

The Grimm begins to lean over to Jaune, raising its paw and swiping it down...only to be blocked by his shield, Crocea Mors. He struggles to defend from its attempts to lean on him, however, Jaune grunts as he forces on.

Taking his shield out from the Ursa's paw and slashing at its stomach, it lashes out and try to crush him. He rolls out of the way and jumps over its swipe at his feet, but he is unprepared for when it launches a claw at him in midair. He lands far away, yet is immediately back on his feet and passing Ruby and company as he charges again. The Ursa knocks Jaune behind it when he tries for a leaping attack, and he looks at the Scroll in his shield to find out that his Aura level is in the red. He grows angry again and starts to run at the Ursa as it also begins to dash towards him.

As they are just about to clash in slow-motion, Pyrrha and Blitzwolfer see that Jaune has left himself completely open to the Ursa's attack. As she lifts her hand out to him, dark red energy begins to gather in her arm. While she did that, Blitzwolfer taps the Omnitrix dial, causing him to flash green.

Just as the Ursa is about to hit him, the glow of red, as well as a glow of green, surrounds Jaune's shield and makes it lift up to initally block the swipe, but then starts to whack the Grimm's arm, rebounding it and causing the Ursa to stagger. Jaune uses the surprise defensive/offensive move to lean on the ground, arc his body, and swing his blade right through the Ursa's neck. The head falls to the ground as the body slams onto the ground.

The flash finally ends, and the initial respond of everyone then begins as Ruby turns to Pyrrha, and a newly transformed Ben, who turned into another new alien. His body was humanoid and was colored black and green, but a magnetically floating metal head levitated in an arch between his shoulders, however, it is still bonded to his body as wherever his head went. He had crab-like claws for hands and his body was mainly black with green feet, hands, shoulders, and chest. His mouth rarely moved, even when he talked. The Omnitrix was located on his chest.

Ruby frowns at the two as Pyrrha's hand stops glowing, and as Ben's hand also drops. The two smiled as Jaune stood triumphant.

"Uhhhh…what? Eh?" She muttered, clearly flabbergasted by what the hell just happened.

"Well, you have your Speed. My Semblance…" Pyrrha starts Ben nods.

"…Is Polarity. It's the ability to control magnetism, or the ability to manipulate metal and its functionality with other elements." Ben explains. "That's what Pyrrha and **Lodestar** did just now."

"…Magnets are cool." Ruby compliments in amazement. Lodestar nods as he taps the Omnitrix dial, reverting back into Ben.

As Pyrrha and Ruby watch the blonde turn around, Jaune walks over and picks up Mundvridi. Tossing it to Ben, the youth catches it and places it back on his back.

"That felt…good." Jaune admits as he regroups with the three. Pyrrha smiles as she pats his shoulder.

"Yes, but you made a few mistakes just now. We're going to have to make some adjustments in our next training session." She then says with a suggestive smile. Jaune's ears seemed to redden just a bit in response, but Ben and Ruby responded with confused expressions.

"Y-Yeah…" The blonde chuckles sheepishly. Ruby and Ben glance at each other, shrugging as they watched the blonde and redhead start to walk off.

"Do you know what they meant by that?" Ruby asks Ben. Ben gives a so-so expression.

"Kind of… But I have a feeling that Pyrrha suggested…something different…?" He thinks with a somewhat suspicious look on his face. Ruby wondered what he was thinking, but decided to wait until later as they also started to go off.

As they walked together, she then smiles at him as they reached an area covered with sunlight. "Hey, Ben."

"Hmm?" He glances at her as she walks alongside him with a warm look on her face.

"I'm glad you guys weren't hurt." She says with concern as she turns to give him a cheeky grin. "I don't know what I'd do if something happened to you and Pyrrha."

Ben's eyes widen at her gentle expression. He then suddenly started to feel a slight tugging in his chest as they continued to walk off.

"O-Oh… Thanks, Ruby." He stutters as they journey back to the rest of the group…

* * *

 **…**

A few days after that trip, on Saturday…

"…Guys, I think…WE NEED A GUYS DAY OUT!"

Ben and Ren look at Jaune with tilted heads. The magenta eyed teen then blinks. "Uhm, what do you mean by that?"

Jaune frowns at the two of them while he placed a piece of broccoli inside in his mouth. Both teams were currently eating breakfast, but Jaune pulled the guys together onto a separate table.

"Well, if you guys hadn't noticed, out of both of our teams, we're the only guys! Don't you two feel that the proportion of girls to guys makes us feel a bit awkward at times? Like we don't really know what to do when they go out to do stuff?!" Jaune whispers loudly.

"Jaune, you sure you're feeling alright? Is all that training with Pyrrha messing with your head?" Ben raises an eyebrow as he swallows a pancake whole. Ren nods in agreement.

Jaune sighs. "N-No! I'm just saying, that as guys, _guys_ , we just never had any proper time to do things that well…guys just do. Like, I don't know, going to arcades or just hanging out in general, you know?"

Ben and Ren look at each, and begin to think.

"I…suppose." Ren admits. Usually, all their time was used spending with their team, especially with Nora and overlooking her shenanigans. Jaune nods furiously.

"Yes, yes! That's what I mean! We don't spend any time just having fun together as guys! Come on, why don't we go into the city or something?" He then suggests. Ben and Ren once again look at each other.

"I…suppose?" Ben also says. "But if we're going to do this secret thing, we have to make sure that the girls don't find out."

"Yes. I have no doubt that either Yang or Nora will try to intervene." Ren adds on. Jaune smiles, and grabs them closer so that their heads clutch together.

"Okay then, here's the plan…" He starts.

From the other table, the girls were chattering as usual, but of course, there were some that had their attention pointing towards the boys' table. Yang and Nora were glancing in their direction as Weiss discussed about some other kind of rambling.

"So, the properties of this kind of Dust allows one to…" She blabbers on towards Ruby as she shows her some pages of notes.

"Heeeey… The guys seem to be discussing something!" Nora gestures to them. The girls stop talking and start to look over. Yang grins as she cups her hands in a mischievous matter.

"Oooh? Let's go see what they're talking about then. They aren't going to plan a little outing without us, are they…?" She snickers as she stealthily starts to sneak over to them. Nora does the same.

"U-Uhm, shouldn't we not bother them?" Ruby suggests. Weiss merely rolls her eyes as she tries to get the scythe girl to go back to her lecture.

"Naaaw…! Let's go, Ruby!" Nora grins as she grabs the girl from her seat. She yelps as she somehow gets quietly dragged close to their table.

Blake narrows her eyes as she sighs. Going back to her book, she decided not to get involved with this, but her eyes couldn't help but glance every so often as the three girls started to get closer. As Yang and Nora tip toe with Ruby in tow, they start to eavesdrop on their talk.

"So, when the girls go back after they eat, we can go over to that spot and then…" Jaune continues. Ben and Ren would occasionally nod, and Yang and Nora would grin. Ruby wasn't sure this was a good idea, because the first thought that went through her mind was that the guys were planning an outing of some sort.

 _'Come to think of it, they never really had the opportunity to have some...guy time together? If that's what you call it.'_ Ruby thought as the idea went through her mind.

As the guys started to end their planning, Yang drags herself and the other two back to their table in fast fashion. Going back to eating, Ben couldn't help but glance at the other table in suspicion. It was going to be an interesting day, that's for sure…

* * *

 **…**

"I'm still not sure about of this great 'escape plan', Jaune…"

Ren mutters with caution as he and Ben follow the blonde in an 'attempted' snakingly sufficient matter of movement, and by that, by crawling through the bushes and other matters of grasses in the school campus.

"Hey, we're almost there, alright?!" Jaune barks as he tries to sneak by. Ben puts on an unamused expression as he gestures towards the main gate of Beacon.

"Jaune, you can literally see hundreds of students moving about through the entrance. We could've just blended in with the crowd." He says. Jaune looks back at the two with half open eyes, but finally decides to give up.

"…Eh, fine." He says as he stands up. As Ren and Ben do so as well, the three simply start to blend in on the main road with a bunch of other students heading out into Vale.

While they were doing so, from afar in Team RWBY'S dorm room, Yang grins as she looks through a pair of binoculars. The girls of both teams were currently trying to spot the trio from leaving, even with some albeit, less interested members.

"Oh, I see them! They're trying to blend in with the crowd!" Yang yells out. While Blake and Weiss simply glanced over in a semi-amused fashion, and Ruby in somewhat a nervous reaction, Nora zips over next to the blonde.

"Ohhhh! Lemme see, lemme see!" She flails her arms next to the blonde. Yang quickly hands her the device, as well as her spot.

"Oh, you're right! How dumb do they think we are?! Come on, let's go girls!" She then turns around with a large grin. "We're going hunting for fun!"

"Hunting...for…fun? I don't get the concept." Ruby responds with a curious tone. Yang rolls her tongue as she wraps an arm around her.

"What she means sis, is that we're going to tailgate those guys and see what kinds of juicy things they do around the city! Doesn't that sound exciting?" She reveals. Ruby blinks in confusion as she raises an eyebrow.

"Uhhhh…" She didn't really know how to answer that, soooo… "I guess? Blake, what do you think?"

"M-Me? I…do what you want, I guess." The cat girl answers in a hesitant tone. Yang's smile grows in a mischievous grin as she zips behind her and tickles her jaw.

"Oh-ho…? Seems like your older-sister traits are starting to unlock themselves…! Come, let's revel in the enjoyment together, Blake!" She says as though she were trying to recruit her into some kind of cult.

Weiss shakes her head through all of this. "Must we make this a big scene? What's so special about tailing the guys around the city?"

"Well, think about it Weiss. Have you ever seen what guys do in their spare time? I doubt you ever had the opportunity to know such things…and what Ren and Jaune happen to teach Ben some otherwise…'unjust' things?" She begins to implement some thoughts into the snowflake girl.

"…Unjust thoughts, impure ideas…?" Weiss blinks as a thought bubble pops in her head. Yang nods.

"Yeah, like…" She then goes up to her and begins to whisper into her ear. The ice girl blinks a few times as she listened in, and after frowning a few times, her cheeks busted into rose red.

"WH-WHAT?! Yang, why would you suggest something like that?! Wait, why do you even _know_ about stuff like that?" Weiss suddenly backs from her whiling barking. Yang grins.

"Well… Telling from that reaction, you're pretty knowing despite your princess-like style of growing up. I didn't think you would be able to read or see that sort of stuff, Weiss!" She then nudges her.

"…What stuff?" Ruby asks. Blake puts a finger on her lips.

"…Hush, my sweet cookie child. What she just said shouldn't be in your mind now." She responds. Ruby frowns, but before she could go further on, Nora and Yang grabs everyone out of the room.

"LET'S GOOOOOOOO!" They both yell as they speed out. Ruby wondered what she was getting herself into this time…

* * *

 **…**

Teehee, I love this shit!

It was so much fun writing this chapter! All the actions, the interactions between characters, I love it all!

I love you guys' ideas, and I hope to implement more into the story! It's fun to see how we can distort the story!

What do you guys think about Ben and Pyrrha's fight? How should the build-up of Arkos go by?! Tell me in the reviews as I request for you guys to continue once more to rate/review this story!

Whatcha think of that little mechanism that I added to the Omnitrix. With a tug on the strap located on the underside, flicking your wrist down pulls it, causing the mechanism to activate the Omnitrix for Ben and randomly select an alien with some rotating parts. Two other parts are pulled down as he flicks his wrist in the other way, pull the core down and initiating the transformation. A good thing if he's in a sticky situation?


	7. Guy's Day Out, Cats? What!

I think it's starting to become a good week for me! I turned in three assignments that I forgot I did beforehand, and I finished typing this chapter. A marvelous 14k word chapter once more!

Anyhow… Welcome back to the Huntsman From the Void! Lemme catch up on what you guys posted in the reviews, yeah?

 **The Nemetrix**

Okaaaaay… About the Nemetrix, it's highly unlike it even exists in Ben's Universe at this point because A: Malware never encountered Ben, B: Azmuth doesn't know Ben either, and C: Bringing the Level 19 transformation device to Remnant would practically be impossible. Rather than it being sent away, it would probably be destroyed on the spot. Zwei _would_ make a possible candidate for it, such as when Zed was able to use it previously.

 **Ironwood**

This guy's a bit of a spooky boi. He's a bit…exaggerative with his needs, but he does have good intentions. Should he encounter Ben, no doubt he'd try to learn about the Omnitrix and possibly try to get the device off and mass produce it for his military, but I'd figured that Ben, and perhaps maybe some other characters may intervene with that. Comparing him to the likes of Vilgax may be a bit of a stretch, but…I guess it makes some sense.

 **Omnitrix's Uses**

It's true that the Bens throughout the Multiverse have not been able to use the device on their wrist to the full extent, and I'm not just talking about unlocking something like the Master Control by chance like Ben Prime did in S2 Ep 10. Sure, Voice Command is a thing, but like Gwen said, the device must have a 'million' combinations or uses. Scan Mode, GPS, geographic and infographic display are a few functions to name a few, but let's see what else we can implement to the alien wristwatch, after all, even a simple exterior mechanism helped to activate the transformation function with a random spin-up (not counting the Randomizer Function, I don't know why Azmuth would put that on, other to troll Ben).

 **Ben's Semblance**

…Energy Manipulation. I'll let you see what kind of similarity it has to a few other characters that manipulate energy. Try to guess them!

 **Artwork?**

I just posted a re-done version of Null Fairy Ben on my Deviantart, so you guys can check that out. I do wonder if I can get someone to do some better or more professional art for my stories. If you guys took a look from the likes of Ultimate10's Ultimate Fairy story or something else, I wonder if I can artwork done for me in the future… Well, it's a possibly, as slim as it might be. CAN IT HAPPEN? I DON'T KNOW! o

Ahem… A bit crowded with that. So, if my ranting is done, let's get onto reading this new chapter, shall we? I think I'm liking where this RubyxBen pairing is going. Some other ideas from you guys are going to be taken into consideration, but the inclusion of other characters from the Ben 10 Universe has always been a no-no for me, primarily for story reasons. I've read too many stories from which characters have influenced the story too much because of their inclusion in the crossover-ed universe traveling. I didn't want to make my things like that, if I had to sum it up.

Okay, let's go! As always, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading to you all! Thanks for over 180 Reviews, nearly 150 Favorites and Follows, and over 12,000 views! After I post the next chapter, we'll be breaking the 100k mark! LET'S GOOOOOO!

Try to see all the references I make in this chapter, from places, to similar quotes!

* * *

 **Chapter 7:** _Guy's Day Out, Cats? What?!_

 **…**

"…This is gonna be the best trip for all of us guys!"

Now arriving in Vale, Janue leads the trio of him, Ren, and Ben. Counted he didn't exactly know what to do actually, he quickly started to gather ideas based on what he saw while they were wandering around. Ren and Ben however could tell how indecisive he was going to be though, because it didn't help that Jaune was practically mesmerized by every little thing he saw.

"Even I wasn't that jumpy when I first arrived in Vale." Ben states as he and Ren follow the blonde. "Where is Jaune from anyways? Do you know, Ren?"

"I think he mentioned that his family lived around in the Kingdom of Mistral, or at least they go there regularly." Ren shrugs. "He did say that he has seven sisters, so maybe that's why he's amazed by everything."

"Tell me about it. I'm a twelve year old who was trapped in a prison dimension and devoid from social contact for two whole years. You'd think I'd be socially awkward or something." Ben mutters as he waves his hands around joking.

"You actually are somewhat awkward, I have to say." Ren admits. Ben sweat drops as he droops.

"I didn't say to prove me wrong though…" He mutters in a joking tone. The pistol wielding teen smiles as they go on.

As they continued to travel through the entrance of the Commercial District, it was then that Jaune started to look upon a couple of interesting places. Ben remembered that the district contained locations such as Tukson's Book Trade, Goto's Blacksmith, and many other places. There was much that they could do, even with the recent crimes happening from the likes of Roman Torchwick and other criminals.

From afar, as the three continued to randomly explore and sightsee around the city, the girls of Team RWBY and JNPR peeked out from an alleyway. They all had gotten 'inconspicuous' disguises, even though they probably weren't needed.

"Suspects spotted, chief!" Nora looks afar with her hands acting as binoculars. She wore a detective's uniform, complete with the brown trench coat and hat. "Going up north and continuing onwards toward the heart of the Commercial District!"

"I read you! Let's go, girls~!" Yang sings. The blonde wore a blue, knee-length skirt with black leggings and white shirt with a blue string tie, and brown boots. Her hair was tied into a pony-tail, which pretty much contrasted her wild, outgoing look for a sleek and maidenly one.

Pulling Weiss and Ruby out the corner side, they nearly tripped as they stumbled out. The snow girl wore a simple black blouse with a blue jacket, and a black skirt with grey sneakers. Wearing a black baseball cap with sunglasses, her hair was laid down. She sighs as she sneaks over to a corner.

"Tell me why we're doing this again…?" She mutters. Ruby groans as she walks next to her. The scythe girl wore a red and black jersey, black boy shorts, grey and black boots, and a red muffler alongside a black beanie. Yang practically had to rip off her cloak in order to change her into the new set of clothes.

"Because Yang and Nora wanted to apparently see what guys do when they go out together…?" Blake growls as she tries to untie a ribbon around her neck. Contrary to the other girls, Yang and Nora decided to dress the cat girl in a black sailor girl uniform, with her skirt being long, her hair tied into twin braids, and giving her wiggly glasses.

"I think this kind of thing is pretty fun to do once in a while though, don't you all think?" Pyrrha smiles as she steps out.

Everyone around couldn't help but stare at her graceful appearance. Wearing a white summer dress and a white t-shirt underneath, she also wore a straw hat. Her hair was tied into a loose plait, giving everyone around her a vague feeling of motherly-ness, or some other similar feeling.

"Pyrrha, you're too innocent…" They all mutter as they go back to looking.

Looking back, they start to see Jaune running towards a movie theater like a child excited to get an ice cream cone. Ben and Ren chuckle sarcastically upon seeing the movie that he wanted to view with them.

"Guys, I've got it! All the best movies out right now are about superheroes. So, I think we should see… **"The Huntsman Rises"**!" He suggests with his eyes shining like the moon.

Ben glances at the poster, and frowns upon seeing the similarity to a certain comic book hero from his own universe. Ren notices this, and looks upon it as well.

"Something that reminds of you of something from your world?" He guesses. Ben nods.

"Dead on. It's literally an alternate version of a comic book hero from my world. That's soooo strange… Jaune, do ya really want to see this?" He and Ren then turn to the Jaune, their eyes turned white upon seeing him decked out in fan gear suddenly.

"Of course! I've been waiting for this sequel to come out for _years_! There's no way I'm missing out on this! Come on, I already got the tickets, let's go, let's goooo!" He yells enthusiastically, dragging the two across the street and straight into the movie theater entrance.

The girls walk towards the theater after waiting for a several seconds, taking a moment to glance at the movie that Jaune wanted to see. Yang frowns, but Nora seemed to enjoy it immensely.

"Ohhh! A sequel for that movie that came out a few years ago! Let's go see it!" Ruby jumps to the reception, buy tickets for all of the girls. "Come on, Blake, Weiss! I'm sure you two will love it!"

"Yeah, but I'm more of a novel—Waah!" Blake squeaks as she and Weiss get dragged into the doorway.

"I thought she forgot about that horrible movie… The last time we went to the theaters, she got so hooked onto it, she came back every day, even skipping through school for a week…!" Yang winces from the horrible memories.

Nora slaps her back though as she drags Pyrrha with her. "Oh come on, silly! Heroes are what we as Huntresses star to become! It's a like a dream come true, and with a happy ending to boot!"

Yang slouches over in disbelief, but she sighs as she shrugs, entering the movie theater shortly after. She really was starting to regret on making a plan to spy on the guys now…

* * *

 **…**

Around two hours later…

"OH. MY. GOD! That was soooo epic! Remember that scene where he jumps off from the rooftop and blocks all of those bullets, and he's like _'I'm here to serve…!'_! Ooooh I'm just getting goosebumps all over again! I'm gonna buy the digital copy so that I can watch it over and over again!" Jaune speaks so fast that Ren and Ben thought Professor Oobleck had taken over his body for a second.

"Yes, it was…interesting." Ren struggled to answer. "He truly was heroic…"

"Well, it may had been corny, but now that I looked over some of the flaws, I noticed that Huntsman wielded quite the impressive weapons… That's giving me some ideas on how to upgrade Mundvridi…" Ben starts to mutter jibber-ish, freaking out Jaune from his fanboy mode.

"U-Uh, Ben…?" Jaune tries to shake him.

"Maybe the other side of the slot could have some sort of grabbling hook mechanism, similar to Gambol Shroud… Oh, also…maybe I should make some kind of shield like Pyrrha's, though not as bulky…perhaps an energy shi—"

"Ben, please. You're weapon fanatic-ness is showing again." Ren flicks his head with Aura, bringing back to his senses.

"Ren? Oh…sorry. Guess I got carried away again."

"Yeah, no telling."

Ben ignores Jaune's remark, but as he starts to stand back straight, his stomach begins to growl violently. Upon hearing it, the guys, as well as the girls' stomachs start to do so as well. Everyone looks down at their waist, sweat dropping.

"…So, should we get something to eat?" Jaune suggests. Ren smiles as he pumps his chest.

"…I know just the place. Follow me, gentlemen." He orders as he begins to zoom off. Jaune and Ben glance at each other with confused looks, but the growling of their stomachs encourage them to quickly give chase to the teen. From afar, the girls begin to do so as well.

After running for a minute or so at top speed, Ren stands politely in front of a small restaurant. It had a large red donning with big yellow words reading out "STRIVING!".

"I present to you, the family restaurant known as Striving!" He gestures over with a smile unlike any Ben and Jaune had seen before. "Come now, let us enter!"

"Uh, alri—" Before the Omnitrix wielder could finish that sentence, Ren drags them into the place by their arms. The blonde and brown haired boys yelp as a puff of smoke replaces them.

Nora slowly strides out from the corner, drooling immensely after she and everyone else waited for a few minutes. The girls hesitated to come near her as she turns around.

"Ren, you fool… I'M! SO! HUNGRY! LET'S EAT!" She brings out Magnhild somehow from under her hat, smacking everyone into the store with a powerful swing.

As everyone crashes in, the hammer girl zips as well, immediately getting a table for all six of them, but not before planning to get a seat that hid them from Ren and the other two. Ruby's eyes spin around as she tries to look at her menu, with Blake actually drooling a bit upon seeing several seafood entries, particularly fish. Yang and Nora merely sip on cups of soda as they continue to spy.

"Teehee, this is very lovely." Giggling, Pyrrha calls a waitress over as Yang tries to peek out using her binoculars.

"What are they doing, captain?!" Nora calls out.

"Captain?"

"Just let it go, Blake."

Weiss decided to not bother interfering with the girls' shenanigans, as the force known as hunger was blinding her thoughts for the moment. She needed something to fill her, and something fast, so she had no time to lily-gag around like taking the time to eavesdrop on them.

Over at Ren's table, the trio looked at the menus. He had already told him about his recommendations, but at this point, practically everything looked good to the guys. Ordering at least 5 dishes, mostly due to Ben's ferocious stomach and appetite, the girls started to do so as well once they called over their waitress once more.

"I'll get the Cheese Gratin, the Tea Cup Parfait as well… Oh, also the Beowulf stew and the Thunder Soup!" Ben pointed to several menu choices. The waitress that served them sweat dropped at the number of orders.

"I'll get a simple beef stew." Jaune chuckled awkwardly. He was hungry, but he wasn't _that_ hungry. Ren decided to get an order of their seafood paella, which came as a sense of relief once she finished recording their orders.

"Very well. Thank you for ordering." She bows slightly, before taking the order to the kitchen.

"Ugh… I can't wait…!" Ben wipes his mouth as he presses a few buttons on the Omnitrix. The guys watch as several screens pop out from the hourglass's projection.

The images slowly began to fabricate schematics about Mundvridi's inner workings, as well as some of the weapons belonging to that of Team RWBY and JNPR, though not just limited to their selections either. What they noticed though was that he was paying attention specifically to the gun mechanisms of many of the melee weapons he was viewing, such as the likes of Crescent Rose and Miló.

"It's brilliant, whoever developed these quick changing shift mechanisms was probably rich from coming up with these ideas. Miló's rifle form bears a hard resemblance to an M1 Garand, while Ruby's Crescent Rose…is a .50 caliber sniper? Maybe lighter?" Ben began to grumble as Ren and Jaune glance at each other.

"You understand a bit of what he's saying?"

"I did, but he lost me a few seconds later."

Over from Ruby's table, the muffler girl was practically keeling over from seeing Ben dawning over his weapons talk. She desperately wanted to join the conversation, and was almost successful, despite both Yang and Nora pulling her down.

"Pyrrha, restrain her please!" Yang whispers loudly. Pyrrha sighs, and reluctantly puts the muffler girl into a headlock.

"Gwah…!" Ruby whines. "I wanna talk about weapons though!"

"I'm sorry!"

"Ruby, weapons can't be so important that you forget to eat!" Weiss hisses. "Have some self-restraint for crying out loud!"

As Pyrrha maintains her hold for the duration of their wait, it was then that both teams got their food. And although it was a lot that they got, especially with Nora ordering even more than Ben, four more dishes to be exact, to their surprise, it didn't even take them half an hour to devour all the masses of stomach fuel.

"…I can't believe you finished 5 whole dishes in 20 minutes." Jaune looks at the empty dishes with astonished eyes. Ben had literally licked them clean.

Ren merely shrugs as he finishes his dish. "I've seen worse. There was this one time that Nora was food deprived for two days. She ate out an entire restaurant as a result."

"R-Really…? That's a bit scary to be honest."

"Don't worry. That's why whenever I cook, I make large portions." Ren smiles. "Do you want to try my pancakes? They're the things that I make _too_ many of, even for Nora."

"Can we?!" Ben immediately closes his screens and zips in front of his face.

"S-Surely."

"Oooh, I can't wait…!" He rubs his hands in joy. Ren chuckles, and Jaune smiles as he stands up.

"Looks like everyone's all happy now! Alright, let's continue our awesome Guy's Outing!" He chuckles as he pays for the food. "It's on me!"

As their waitress thanks them for their patronage, it was then that Nora and the gang's heads pop out from their seats. Nora frowns as she takes a gigantic chunk of steak and swallows it whole.

"Crap, they're getting' away! After them!" Nora quickly devours the rest of everyone's food and slams the amount of Lien from her pocket onto the table. She and Yang dash out of the place, followed by Ruby and Weiss.

As Blake slowly walks out and bows, Pyrrha giggles as she follows the bookworm. "This is becoming quite the lovely trip!"

* * *

 **…**

A few hours after that…

"AAAAH! COME ON, LET ME WIN AT LEAST ONCE!"

Jaune whines as he smacks his down on an arcade machine. "How are you so good at this?! I've been a master of this series ever since I was little!"

"Perhaps Ben was a gamer back in his world."

"Ha! This is nothing compared to Sumo Slammers!" Ben grins as he and Jaune got ready for another round.

The arcade game they were playing resembled that of a ninety's 2D fighting game. Ben was used to playing this, as he played the games of the franchise "Sumo Slammers", which bore an odd similarity in gameplay. The characters themselves were self-imaginary depictions of Grimm, Huntsmen and Huntresses, as well as some other arbitrary beings. Jaune had even tricked Ben into picking one of the worst characters ever, a person who looked buff, but had a terrible move set, and had a 50% fail rate when activating his ultimate move.

However, he had still proven to be triumphant, a fact that Ben took gladly as he continued to use the horrible character to humiliate the blonde, much to his chagrin. After about five more rounds of agonizing defeat, Jaune dropped the floor and huddled.

"…How did he succeed in defeating me with the worst character, _five_ times in a row…! MASTER, teach me your ways!" He then snapped, grabbing Ben's shoulders.

"Well, first of all, all you're doing is spamming the control board. You didn't even pull off your character's ultimate once. You should start by looking at the manual first, Jaune." Ben folds his arms as he gives him a smug smile.

The blonde deflates, shoulders slumping forward as Ren catches him. "You ok?"

"I wanna go home now…" Jaune cries as he and Ren start to walk out. "I'll get my revenge… One of these days at least! BUNNY FOO-FOO WILL RAIN TRIUMPHANT!"

"Yeah, go figure." Ben shrugs while maintaining his troll smile, exiting the arcade. Although, from another part of the arcade…

"Okay, next time I get a chance, I'm challenging him to a match. I need a new sparring partner, since Ruby pretty much sucks at it." Yang speaks out as she peeks out from behind another arcade machine.

While Ruby pouts at her insult, Nora sighs. "I'm getting hungry again…"

"Looks like this spying mission wasn't so efficient." Weiss sarcastically says. "All they did was fool around!"

"It was kinda fun to see how they act around each other, compared to how to they usually act around with us girls though!" Pyrrha wiggles her fingers as she responds.

"Well, I guess… They're much more restrained, or calm when they're with us, now that you mentioned it…" Ruby scratches her cheek.

"Then that just means the guys are conscious about us as the opposite sex! Don't you see, Ruby? They see us as women!" Yang grins.

"Yang! Don't corrupt her innocent mind!" Weiss covers Ruby's ears. Blake growls. "Better not say anything about that to Ben…"

"…Maybe Jaune's finally starting to become aware…?" Pyrrha mumbles, no one hearing her thoughts.

"WHATEVER! LET'S GO HOME, I'M HUNGRY!" Nora yells as she begins to stomp her way out of the arcade. The other girls freeze upon feeling the ground shake from her, and quietly start to tremble as they follow the hammer girl back to Beacon.

Guess the entire journey of spying turned out to be worthless in the end. Or maybe not…?

* * *

 **…**

A few weeks later, with everyone's mood brought back up on Friday!

"The Vytal festival is upon us!"

Yellow and green streamers and balloons were proudly seen on display on the various buildings and stores around Vale's districts as Team RWB(B)Y strolls through it all. Weiss skips around in the front with awe written all over her face. A sign was being put up by an elderly Shopkeep that reads in bright red letters "WELCOME TO VALE!" for all the foreign newcomers from their respective kingdoms of Remnant.

"I think this is the first time I've seen you so happy, Weiss." Ben notes as he glances over towards the girl in front.

"Right?" Ruby frowns. "It's kinda weirding me out…"

Weiss turns to them with a smile on her face though, making the two stop. "How could you _not_ smile? A festival dedicated to the cultures of the world! There will be dances! Parades! A tournament! Oh, the amount of planning and organization that goes into this event is simply _breathtaking_!"

"Yeah, well talk about taking an exciting event and making it sound boring…" Yang rolls her eyes as she folds her arms. "And remind me again why we're spending our Friday afternoon visiting the stupid docks?"

"Yeah… Ugh, they smell like fish…" Ruby covers her nose.

"I think Weiss here learned that the students visiting from Vacuo will be arriving by ship today. And, as a _representative_ of Beacon, she wanted to welcome them…" Ben snickers.

"She wants to spy on them so that she'll have the upper hand in the tournament." Blake adds on with a smile.

"Y-You can't prove that!" Weiss scoffs at the two. As they continue to walk on the planks, as Ruby turns her head to the right, she blinks a few times.

"Whoa." Her reaction prompt the team to look over in the same direction.

The team looks at a shattered window down the street and a door full of yellow caution tape of the Vale Police Force before walking over to the detective in front, who was writing on his pad.

"What happened here?" Ruby asks. The detective sighs as he gestures behind himself.

"Robbery. Second Dust shop to be hit this week. This place is turning into a jungle." He begins to walk towards his partner.

"That's terrible…" Yang sighs sadly. The other detective scratches his head in wonder.

"Huh, they left all the money again."

"Yeah, doesn't make a tick of sense. Who would need all that Dust for anyways?"

"Huh?" Ruby and Yang turn to the first detective again. Ben raises an eyebrow at this.

"Must be for an army or something."

"Like the White Fang?"

The second detective takes his sunglasses off as he sighs. "I'm starting to think we don't get paid enough for this crap."

"Hmph! The White Fang." Weiss crosses her arms and points her nose in the air with her eyes closed. "What an awful bunch of degenerates!"

"What's _your_ problem?" Blake frowns all of a sudden. Ben darts his head towards the cat girl, who immediately clenched her fist.

"Blake." He tried to hold her hand.

"The White Fang is hardly a bunch of psychopaths." Blake crosses her arms _,_ with a serious expression starting to form on her face. "They're a collection of misguided Faunus."

"Misguided? They want to wipe Humanity off the face of the planet!"

"So then they're _very_ misguided. Either way, it doesn't explain why they would rob a Dust shop in the middle of downtown Vale!" She yells. Ben sighs as he grabs her arm.

"Blake…!" He whispers. The cat girl yelps, and then glances down at Ben. Her expression drops as she calm downs her breathing.

"Hmm... Blake's got a point. Besides, the police never caught that Torchwick guy me and Ben ran into a few months ago... Maybe it was him." Ruby adds.

"That still doesn't change the fact that the White Fang are a bunch of scum." Blake's frown returns, and Ben struggles to calm her down. "Those Faunus only know how to lie, cheat, and steal."

"That's not necessarily true..." Yang was starting to notice the mood, but as she started to join in…

"Hey, someone stop that Faunus!"

As the team overhears the cry for help and rush over to investigate, a blonde Faunus with a golden monkey tail was seen running down the length of the boat and leaping on to the edge as the two sailors are about to apprehend him. He wore two red wrist bracers over black fingerless gloves and an open loose-collared white jacket with no shirt underneath, displaying his muscular physique. He also had blue cargo pants tied up with a white belt. He wore white bandages on his legs and has a chain hanging from the belt loop on the right side of his pants.

"Ha, thanks for the ride, guys!" He chuckles as he jumps off the ship, landing on the docks and beginning to run.

"You no good stow-away!" The sailor barks at him as the Faunus hangs upside down from a lamppost, revealing his tail to be prehensile as he peels a banana.

"Hey, a _no-good_ stow-away would've been captured! I'm a _great_ stow-away!" He points to himself, before dodging a stone aimed at his face. He looks down to see the two detectives.

"Hey, get down from there this instant!" Detective 1 yells. Dropping the banana peel on the detective's face, he growls in return. The monkey-like Faunus twirls up to crouch on the lamppost, laughs in amusement, and proceeds to leap off and run away from the detectives. As he runs past Team RWB(B)Y, he winks at an astonished Blake and ruffles Ben's hair in slow motion before time speeds up again and he continues to be chased by the officers.

"Gah, what the heck?" Ben grunts as he fixes his hair. Yang blinks as she turns to Weiss.

"Well, Weiss, you wanted to see the competition. So, there it goes..."

"Quick, after him!" The ice girl yells as she, Ruby, and Yang begin to dash away.

Blake stands still, lost in thought, then comes back to reality and follows them after Ben calls her name out. The team rounds the next corner, but as Ben skids and turns around, he bumps into someone and trips. He looks up only to see the monkey Faunus jump on to a building and disappear from his view, but his glance immediately goes down as his eyes widen slightly.

"No, he got away!" Weiss cries out.

"Uhh… Ben, Weiss?" Yang points down strangely at the person Ben fell onto. The Omnitrix wielder finally realizes he fell on what seemed to be a girl, and quickly stands and backs up. The girl smiles widely as she continues to lay on the ground.

"Sa-lu-ta-tions!" She greets the group.

"Uhh…" Ben frowns as he blinks a few times.

 _'…Did I hear a clang when I bumped into her? Wait, is she a…?'_ His mind wanders about as he observes her appearance.

She had short, rather curly orange hair with a small ahoge on top that came down to her chin, and she wore a pink bow on the back of her head. She also had bright green eyes, light skin and freckles. She wore a whitish-gray old-fashioned blouse with short gray feminine overalls, as well as a black and green collar with a matching pair of stockings. Her irises bore similarity to that to the shutter of a camera. The green lines on the side of her stockings also appeared to glow at times, and she had what appeared to be a small and thin backpack.

"Um… Hello." Ruby waves hesitantly.

"Are you…okay? Do you wanna get up?" Yang raises an eyebrow while maintaining a modest distance away from the girl.

The girl actually thinks about that for a moment, before leaping back onto her feet. Everyone but Ben steps back a little as she smiles and waves.

"My name is Penny! It is a pleasure to meet you all!" She bounces slightly as she glances around.

"Hi Penny. I'm Ruby."

"I'm Weiss."

"Blake."

"Uhm… Ben."

"Are you sure you didn't hit your head?" Ben and Blake pinch her sides. "Oh, I'm Yang."

"It's a pleasure to meet you!" Penny nods as she repeats herself.

"Uh, you already said that." Weiss frowns. Penny blinks. "Oh, so I did."

Ben blinks, but as everyone starts to turn back, he sighs as he joins up with them. Ruby and Ben glance back at Penny as they wave her goodbye.

"Take care, friend!" They call out as they start to walk, which seemed to have startled the green eyed girl. After they step a fair distance away from her, Yang seemed to have shivered.

"She was…weird." She gulped.

 _'Yeah, because she actually turned out to be a ro—'_ Before Ben could finish that thought though, he could've sworn he saw a trail of orange, green, and black zip by them. Blinking in shock, he and the others gasp as Penny stands in front of them with a strange expression on her face.

"…What did you call me?" Penny suddenly says. Weiss yelps as she darts her head back and forth in shock. Yang immediately gulps.

"Oh, I'm really sorry, I definitely didn't think you heard me!" Yang apologizes quickly.

"No, not you." Penny shakes her head, instead stepping near Ben and Ruby and leaning her head down to the two " _You two!_ _"_

" _Me?_ I-I don't know. I, what I, um, uh..." Ruby stutters as she steps back in a state of startle. Ben notices the shape of Penny's irises as she comes closer to them.

"You two called me 'friend'! Am I really your _friend_?!"

"Uuuum…" Ruby looks over Penny's shoulder, seeing her teammates motioning her to deny her. Ben however widens his eyes as he realizes why her behavior was like that.

"Yeah… Sure, of course!" He suddenly says. Ruby's teammates comically fall down, but Penny's eyes glow as she begins to look overjoyed. Without warning, she grips Ben into a bear hug, nearly crushing him. Blake's eye twitches, and she is promptly held back by Yang.

"Ha-ha! Sen-sational! We can paint our nails, and try on clothes, and talk about cute boys and other friend-like subjects!" She then says to the two as she lets go of Ben. Ruby quickly zips next to Weiss as everyone stands back up.

"Uuh… Was this how I was like when you first met me?" Ruby recalls. Weiss sighs as she dusts herself off. "No, she seems a bit more coordinated."

Yang decides that the conversation was good enough to start off. "Sooo, what are you doing in Vale?"

"I'm here to fight in the tournament!" Penny answers, making Weiss raise an eyebrow.

"Wait, you're fighting in the tournament? Forgive me, but you hardly look the part." She folds her arms as she tilts her head in disbelief.

"I'm combat ready! Penny salutes. Blake rolls her eyes.

"Says the girl in a dress." She notes towards Weiss.

"It's a "combat skirt", thank you very much." Ruby nods as she slides over towards her. "Yeeeaah!" The snow girl then leaves a hand out, allowing her to low-five her.

As she said that, Weiss remembers what they were doing. "Wait a minute, if you're here for the tournament, then does that mean you know that monkey tailed…rapscallion?" She suddenly grabs onto Penny's shoulders.

Blake narrows her eyes as she begins to insult the Faunus once more. Ben notices this, and sighs as he slides over to her once more to calm her down.

"The who?" Penny blinks.

"The filthy Faunus from the boat!" She yells. Blake grits her teeth as her eye twitches.

"Blake, don't—"

 _"Why do you keep saying that?!"_

"Huh?" Weiss turns to Blake, who now has an angry look. Ben face palms as he sighs.

"Here it comes…" He mutters.

"Stop calling him a rapscallion! Stop calling him a degenerate! He's a person!"

"Oh, I'm sorry." Weiss releases Penny and begins to motion to objects around her. "Would you like me to stop referring to the trash can as a trash can? Or this lamppost as a lamppost?"

"Weiss, stop what you're—"

"Stop it!"

"Stop _what_? He clearly broke the law. Give him time; he'll probably join up with those other Faunus in the White Fang!"

Blake was tempted to grab Gambol Shroud and stab her, but she held back her temptation as Ben grabs her hand. Without even looking back, she scowls at the heiress.

"You ignorant little _brat_!"

"Ugh, that tipped the scales…" Ben groans as she begins to walk away. Weiss seemed to be offended, but she quickly regained herself and began to walk after her.

Ben cupped his head as he sighs again. Ruby and Yang looked confused as they and Penny started to overlook the argument. "How dare you talk to me like that? _I_ am your teammate!"

" _You_ are a judgmental little girl."

"What in the world makes you say that?!"

"The mere fact that you would sort that Faunus boy with a terrorist group solely based on his species makes you just as much of a scoundrel as you believe him to be!"

Yang slides next to Ben after seeing his disturbed look. "I think we should go…"

Ben grumbles as everyone starts to walk away. Waving off Penny as he began to join them, he knew it was only going to be a bother…

* * *

 **…**

"That's not what I meant, and you know it!"

"I don't understand _why_ this is causing such a problem!"

"That _is_ the problem!"

Weiss growls as she gets up from her bed. Team RWB(B)Y was currently in their dorm room, but the argument between the two continued to go on, saddening Ruby and Yang, while at the same time slowly starting to annoy Ben.

"You realize you are defending an organization that hates Humanity, don't you? The Faunus of the White Fang are pure evil!" She yells. Blake glares at her as she steps onto her feet as well.

"There's no such thing as pure evil! Why do you think they hate Humanity so much? It's because of people like Cardin, people like _you_ that force the White Fang to take such drastic measures!"

"People like _me_?"

"Weiss…!" Ben starts to grunt.

"You're discriminatory!"

"…Blake!"

"I'm a **victim**!"

Everyone shuts up for a moment. Weiss sighs, and then begins to explain herself.

"You want to know _why_ I despise the White Fang? Why I don't particularly trust the Faunus? It's because they've been at war with my family for years. War, as in _actual_ bloodshed. My grandfather's company has had a target painted across its back for as long as I can remember. And ever since I was a child, I've watched family friends disappear; board members executed; an entire train car full of Dust, stolen. And every day, my father would come home, furious. And that made for a very difficult childhood." She confesses as she leans on the bookshelf near the window, slamming it with a fist.

"Weiss, I-" Ruby tries to go over to her, but the heiress growls as she turns back.

"No! "You want to know why I despise the White Fang? It's because they're a bunch of liars, thieves, and murderers!"

"GIRLS!" Ben yells, but…

 **"Well maybe** ** _we_** **were just tired of being pushed around!"**

Silence drops down on the scene again. A surprised Weiss backs away slowly, and Blake realizes her mistake as she looks around at her teammates. Ben growls, and activates the Omnitrix.

"I… I—"

"We're leaving. Blake, Weiss, we're gonna have a long, _nice_ chat once this is all over..." Ben glares at the two with the same look he had when he fought Pyrrha.

Slamming the Omnitrix dial, everyone covers their eyes. As they open them, they gulp to see Blitzwolfer carry off Blake out of their window. Ruby runs over to the window to call them out the air space as they disappear into the distance.

"Ben, Blake, wait! Come back!" She yells. Seeing them go off, she droops the ground. Yang sits down in disbelief as Weiss looks out with a frown…

* * *

 **…**

Outside, in the courtyard of Beacon Academy…

"B-Ben…! Let me go…!"

Blitzwolfer growls as he leaps off a tree, landing right in front of the courtyard walkway, letting her down in front of the stone statue depicting Huntsmen, Huntresses, and Grimm.

"Blake…you let your emotions get the better of you. I knew this would happen one day." Blitzwolfer merely says as she lets her down.

"…It was just…so infuriating to hear her words. They really hurt, ya know…" She says sadly as she wipes a tear from her eye.

"It must've, but that wasn't the right way to respond! You've place great shock in your teammates, and who knows how they will be like once you return!" The wolf alien barks as he opens his quadra-hinged muzzle. His Aura overlooks his body as he glows green.

"I'm going to have that stern talking once this is all through, believe me." He reminds her as he goes for the Omnitrix dial. Tapping it, instead of becoming Ben, instead, he transformed into his Faunus form, particularly a rabbit one. However, this time he programmed the Omnitrix to have Mundvridi stay when he transformed.

"…What? Omnitrix, identify transformational error." He utters at the dial. The hourglass glows as it begins to respond.

 **"Error caused by external energy interference. Error will be corrected once problem is identified and processed."** It responded. Ben sighs as he taps his new set of ears.

"…I guess this is from when I was with Velvet." He wore the same uniform, but this time he had a pair of long brown bunny ears similar to Velvet's, as well as a fluffy short brown tail.

"…You look very adorable as a bunny, even though it's…probably not the right time to say that." Blake giggles just a bit. Ben rolls his eyes as his tail wags slightly.

"So, what now?" He then folds his arms.

"I don't know…" Blake responds as she goes to untie her bow. Letting the ribbon lay on her hand, Ben's bunny ears twitch as he looks to his side.

"…Who's there?" He narrows his eyes as he grips his blade handle. He and Blake look above to see the monkey Faunus smiling at them.

"Woah there, I'm not an enemy." He waves at them as he jumps down. "And did you just turn into a Faunus from that wolf form or something? Totally rad by the way kid. I didn't know you were a Faunus."

"I'm not." Ben mutters. "Who are you, anyways?"

"Geez, you sound like my own grumpy grandma. Hey, you know what you need? A good ol' Smirkers!" He says as he takes out a chocolate candy bar from his pocket. "Oh, name's Sun by the way. Sun Wukong."

 _'Like the monkey from that Journey to the West story?'_ Ben raised an eyebrow as he took the bar. Grumbling as he started to eat it, his eyes widen upon tasting the marvelous flavors, and he quickly begins to snack it down.

After gulping it, he sighs in delight. Sun snickers as he folds his arms, and Blake looks at the boy in hesitation as he hunches over.

"So, better?"

"…Better. That was really good." Ben chuckles. "I think I was a bit irritated at first."

"I overheard that, well, the last bits of it." Sun goes on. "Didn't think that you two would hide secrets from your team, even something like telling them that you're a Faunus."

"It's something that's sensitive to me, in case you didn't know." Blake huffs as she turns around.

"She's a real softie inside, ain't she?" Sun whispers to Ben. The youth shrugs.

"She's quiet, but she's the caring type once you get to know her." He snickers. Blake's cat ears twitch as she turns around.

"Ben!" She pouts. Sun and Ben laugh at her as they walk on.

"So, mind telling me what's going on? Seems like something big just happened at first." The monkey Faunus then asked as he wrapped his arms around Ben and Blake.

"Oh." Ben merely says as the Faunus' hand touches the Omnitrix dial. Blake notices this, and it was only when the Omnitrix started to glow yellow and beep that Sun looked down.

"Uh, what's up with your emblem?" He points at it. Ben smirks as the Omnitrix's beeping continue.

 **"Uncatalogued DNA detected. Scan Mode initiated."**

"Who in the what." Sun blinks as the Omnitrix core pops out from Ben's chest. The monkey boy frowns in confusion once the yellow scanner begins to envelop him.

"Hey, what's going on?" He stutters as he backs up. Blake rolls her eyes as she folds her arms.

"It's not going to hurt you. Ben's merely adding a new form to his roster." She says, confusing Sun even more once the scan was complete.

"Roster? Whatcha mean about that?" He glances back and forth between the two. Ben merely smiles as he holds the Omnitrix dial. Turning it 90 degrees, the now green core pops out.

"Just watch." He says as he pushes it down. Sun recognizes the flash, and he and Blake shut their eyes.

"Gaawgh, why the bright light in the middle of the night!" Sun winces as the light begins to fade. As he opens his eyes, they widen upon seeing Ben as a monkey Faunus.

"Heeeey, how'd you do that?" Ben was now a monkey Faunus, complete with a long, brown prehensile tail, slightly longer hair, and slightly longer ears.

"I'll explain later… I'm…getting a bit tired. Why don't we go to Tukson's for now?" He then suggests. Blake looks at Sun in reluctance, but sighs as she gives the okay.

"Sure, but just for one day…" She mutters. Sun grins as they start to go off, leaving the Academy's grounds. As they traveled for around an hour and started to enter the Commerical District, the trio noticed said bookstore owner bringing in some new entries from a delivery truck. He recognizes the two, but raises an eyebrow at the new one.

"Blake, Ben? What are you two doing out so late at night? And, hello to your friend…?" He blinks. Sun points to himself.

"'Sup, Sun Wukong."

"Just…ignore him for now. Can we crash here for the night? We…sort of got into a bit of trouble with some of our people back in Beacon." Ben shrugs sheepishly.

Tukson raises his other eyebrow, but he merely chuckles. "Well, as long as you explain what happened to make you come all the way out here. Sun, you don't mind sharing a room with Ben, do you?"

"Sure! The little guy and I are just getting fine real good!" Sun grins as he slaps his back. Ben winces, and growls as he whacks him with his tail.

"Ow... Huh, so that's how it feels to get slapped by a tail." Sun chuckles as he rubs his waist. Blake gives off a small smile as Tukson brings them in.

As they helped bring in the rest of the books, around ten minutes later they went to the back and sat at the table. Tukson lights up a Dust lamp and stretches, before looking around.

"So, what seems to be the trouble?" Tukson folds his arms as Blake glances away. Ben and Sun sat together, with the blonde whispering if the cat girl was always like this.

"Sun, you look like you want to know who I am, do you? Let me ask you this then… Are you familiar with the White Fang?" She asks while giving him a sad look.

"Of course! I don't think there's a Faunus on the planet who hasn't heard of them. Stupid, holier-than-thou creeps that use force to get whatever they want. Bunch of freaks, if you ask me!" He openly admits. Ben was shocked at how he held none of his words back, but to his surprise, Blake gives a smile instead.

"I'd knew you say that. Well, I was once a member of the White Fang myself. Me, as well as Tukson." She reveals. Ben frowns upon seeing Sun go cross-eyed as he chokes on his saliva.

"W-Wait a what? You and he were members of the White Fang?!"

"That's right. I was a member for most of my life, actually. You could say that I was born into it." She adds. Tukson sighs a bit as he leans his head on an arm. Blake closes her eyes as she starts to go back…

"Back then, things were different. In the ashes of war, the White Fang was meant to be a symbol of peace and unity between Humans and the Faunus."

"But…"

"Yes. Of course, despite being promised equality, the Faunus were subjected to discrimination and hate. Humanity still thought of us as lesser beings. And so, the White Fang rose up as the voice of our people. And I was there." She reveals once more.

"At every rally, I took part. At every boycott, I was there to support. I actually thought that we were making progress, but I was only a youthful optimist."

"Blake…" Ben turns to her as his tail twirls. The cat girl sighs as she turns to Tukson, who seemed to had given her a nod of approval.

"Then, five years ago, our leader stepped down, and a new one took his place. A new leader, with a new way of thinking. Suddenly, our peaceful protests were being replaced with organized attacks. We were setting fire to shops that refused to serve us, hijacking cargo from companies that used Faunus labor. And the worst part was, it was working. We were being treated like equals. But not out of respect... out of fear." She pants a bit as she told them the truth.

"So, I left. I decided I no longer wanted to use my skills to aid in their violence, and instead, I would dedicate my life to becoming a Huntress. So here I am: a criminal hiding in plain view, all with the help of a little black bow." She then opened her eyes. She wiggles her cat ears behind her bow to demonstrate the fashionable disguise.

Sun listens, and finally breathes as he turns to her once again. "So… Have you told any of your friends this?"

"…Only Ben. Besides him and the people I hold close to me, no one else knows." She answers. Sun then sighs as he folds his arms behind his head.

"Well, then that's your answer then! If you want people to accept you, you've gotta let your awkward social barrier go and reveal yourself to people! You can't get friends if you hide secret from one another." He concludes as he comes to an answer.

"So, you accidentally revealed to your teammates that you're a Faunus, huh? There's nothing wrong with that." He raises an eyebrow.

"Well, not when her teammate is the heir to the Schnee Dust Company." Ben adds, changing his expression completely.

"Oh, well in that case, huh, that is pretty bad. Hmm, why don't you guys sleep for now?" Tukson suddenly stands up. "I think I got some searching to do…"

As he goes and leaves the trio alone, they look at each other with confused looks. Deciding to oblige his words, they dwell into their rooms. As Ben and Sun get ready to sleep, with the blonde Faunus laying out a separate mattress and a spare pillow, Ben starts to ask him about what he thinks about the White Fang.

"Do you think they were originally a good organization?" Ben wonders as he lays on the bed.

"Well, from Blake's story, I guess so. I'm pretty sure there's good people in there, despite the organization's bad reputation."

"Really?"

"Yep. Just look at Blake." Sun sets an example. Ben raises an eyebrow, but he soon gains a grin.

"Oh… I see now. You're helping Blake cause ya like her, don't ya…?" He assumes. Sun chokes again. "Ah, so I was right…"

"Hey now, that's no fair man! You can't reveal a guy's crush like that. Come on, I gave you that Smirkers bar!"

"Yeah, but to think that you fell for her at first glance? Boy, you only hear that in fairy tales…" Ben snickers. Sun groans as he turns to sleep, leaving the boy another amusing subject to torment…I mean get along with…

* * *

 **…**

"…Ow. Why does my leg hurt for?"

As Sun opens his eyes, he feels a sharp pain originating from his right leg. Grunting, as he sits up, he blinks in a deadpan matter. Ben was currently twisting leg, using it like a body pillow.

"…Ow! Hey, Ben. Wake up, quit squeezing my leg, you're gonna rip it off!" He barks as he shakes his leg wildly. Ben grumbles as he gets flung away, landing on the bed face first.

"…Donuts." Ben mumbles as he sits up. "…Did my bad sleeping posture get in the way again."

"Hell it did! You almost cut the blood circulation from my leg!"

"O-Oh… Sorry?" Ben sweat drops, now fully awake. He noticed that he didn't feel his tail, and as he looked back on his wrist, the Omnitrix was back on. Before they could get changed, Blake slams their door open.

"Get dressed. Tukson just got some information for us regarding the White Fang's next plan of action." She says, before looking over to Sun, who was shirtless.

"...Please put a shirt on." She then slammed it shut. Ben could've sworn she saw a bit of blood dripping down her nose though. Sun was of course oblivious, but nevertheless the two got dressed in due time.

After a minute or so, they exit their room to find Tukson and Blake waiting for them. Walking over to the table, they sat down as they waited to hear what he wanted to say.

"Alright, now that everyone's here, I wanna share some information I got from some of my old buddies in the White Fang, the ones who still believe in the nonviolent methods." He then unrolls a map of Vale, pointing to the docks.

"From what I got, there's supposed to be a large shipment of Dust being brought over from Atlas by boat." He starts. Sun nods.

"Huge, right? Like Big Schnee Company feighter huge." He confirms.

"You sure?"

"Definitely. My old pals got this straight from official orders." Tukson acknowledges. "You guys can try to interfere and, maybe prove your friend wrong. Well, and if they are doing that, then it's up to you to stop them."

"…Thank you, Tukson." Blake says as she stands up. "You two, with me."

"Gotcha! Thanks for the crash." Sun salutes Tukson off as he and Blake exit the store. Ben begins to get up, put Tukson turns to him.

"Ben, can I ask you to do something for me?" He asks. The boy turns to him, blinking in wonder. "If by chance, you learn the entire truth about Blake, please, don't have your opinion of her change."

Ben listens to him, but merely smirks. "Please. Blake's like the older sister never had! I'll accept her for whatever she is. After all, I'm a bunch of different things too."

Exiting the shop, Tukson chuckles in amusement. "Yeah, that's definitely something…"

* * *

 **…**

"Blaaaake!"

"Beeeeen!"

Yang, Ruby, and Weiss were shown walking around the streets of the city in an attempt to look for their teammates. The continued calling for their names starts to dishearten them as Weiss sighs.

"Weiiiss, you're not helping!" She whines.

"Oh, you know what would help? Asking the police!"

"Ugh, Weiss…"

"It was just an idea!" She admitted. Ruby groans in irritation. "Yeah, a bad one…"

"Weiss, I think we should hear her side of the story before we jump to any conclusions." Yang asks as she walks, following Ruby.

"I think that when we hear it, you'll all realize _I_ was right!" She responds as she walks behind her. The three continue to go along, when another voice adds to the line.

"And I think Weiss' hair looks _wonderful_ today!"

" _Kyaaah!_ Penny! Where did you come from?!" Ruby gasps as she suddenly turns around with her team in surprise. Penny smiles at the trio as she waves at them.

"Hey guys! What are you up to?"

"Uh…" Ruby was hesitant to answer, though Yang smiled. "We're looking for our friends, Blake and Ben."

"Ooooh, you mean that Faunus girl, and that extremely observant friend of mine?" She answered, once again surprising the girls as they stare at her in shock.

"Wait, how did you know that?"

"Uhh, the cat ears?" She points to her head. Yang laughs a little.

"C-Cat ears? What cat ears. She wears a… Boooo _hhh…_ Oh crap." Realization suddenly hits all of them as a tumbleweed blows through. Ruby does actually remembers something.

"She does like tuna a lot…" She remembered. Penny didn't understand the silence, so she went back to asking.

"So, where are they?" She asks.

"We don't know. They've been missing since Friday." Penny gasps in response. "That's terrible. Well, don't you worry Ruby, my friend! I won't rest until we find your teammate and my other friend!"

Ruby does her best to acknowledge the awkward situation with a smile. "Uh, that's really nice of you, Penny, but we're okay! Really, Right, guys?"

She looks over Penny, but finds that blinking outlines were all that remained from their sudden departure. Another tumbleweed passes them as Ruby sighs.

"…Okay, I think I do need your help." Ruby decides to go along down a sidewalk with her. As a bit of time passes, Penny decides to break the silence.

"So, Blake is your friend?"

"Yeeees… Yes, she is, Penny."

"But you're mad at her?"

"Yes. Well, not me really. Weiss is."

"Is _she_ friends with Weiss?" Ruby shrugs while nodding slightly, confusing the ginger haired girl.

"But…why?" Penny tried to contemplate that. Ruby sighs again.

"Well, you see, Blake might not be who we thought she was…"

"Ooooh… You mean, she is a man?!"

"Eh… I don't know who she is. She didn't exactly tell us before Ben ran off with her." Ruby sighs once more as she kicks a random pebble. Penny thinks about this, but all of a sudden.

"So, is Ben a friend to you?" She then asks. Ruby does a spit take as she blushes a bit.

"U-Uh… Y-Yeah! He's a good friend! Yeah, a good…friend." She started to fidget her fingers. Penny wondered why she was acting all shy when she brought the Omnitrix wielder into the conversation.

"Do you…think of him as more than a friend, perhaps?" She randomly guesses innocently. Ruby's blush continues to redden as she shoots Crescent Rose awkwardly, blasting a tiny Nevermore Grimm out of the sky and turning it into a puff of smoke.

"L-Let's just get back to finding them, alright?!"

* * *

 **…**

"Thanks anyways!"

Coming out of a shop with Weiss, she waves to the person inside as thanks.

"This is hopeless." She looks at Weiss when she looks around nonchalantly. "You really don't care if we find them, do you?""

"Don't be stupid; of _course_ I do. I'm…just afraid of what she'll say, and what he'll also say when we find them. After, the innocent never run, Yang!"

"…Ho, so you actually got scared by Ben of all people." She folds her arms.

"W-What? Don't be preposterous!" Weiss's ears go red as she begins to stomp away. Yang smirks as she begins to follow up through.

"Ha, so she's starting to see the consequences of her actions…"

* * *

 **…**

Later on, hours later…

"So… Are we going back to the team after this?"

Later that night, Ben and Blake are on the roof of one of the warehouses at the docks when Ben asks if they're going back to their team after this. Blake, who's still somewhat irritated with the heiress, sighs.

"I… Fine, after this, I'll…tell them all the truth, alright?" She reluctantly agrees as she pets Ben's head. "I deserve to give you a lot of head pats after this though, alright?"

Ben rolls her eyes. "Fine. I'm making sure you're doing it though."

He could tell that Blake was still running high on emotion, even when she seemed to be calm. No doubt that she was going to do something risky, or perhaps accidentally do something else.

As they continue to lay down their watch on the docks, in which the loads of Dust were seen getting transported from off the boats, it was then that Sun drops casually drops in.

"Yo. Did I miss anything?" He says as he tip toes next to them.

"Not really. They've offloaded the crates from the boat. Now they're just sitting there."

"Cool." He then holds out a green apple to Ben, to which he grabs and takes a bite out of the fruit. "I stole you guys some food!"

Immediately, he stopped chewing, and instead frowned at it. Blake gives the monkey Faunus a questioning look. "Do you always break the law without a second thought?"

"Hey, weren't you in a cult or something?" Blake responds with an angry glare, and Ben a face palm. "Riiiiiight, too soon!"

Just as he says this, the winds blows all around them, and they look up to see a Bullhead's searchlights flashing around for a landing spot, descending in the middle of the cargo containers and extending a ramp for a black hooded individual with a metallic fanged mask to come out of.

"…Oh no." Blake narrows her eyes.

"So… White Fang?" Ben asks. She dreadfully nods as she stares at the symbol of a bloody wolf on the back of his outfit.

"White Fang…" She growls.

The soldier on the ground yells out to the others. "All right, grab the tow cables!"

"You didn't think they were behind it, didn't you?" Sun says. Blake stares sadly at the scene. "No… I knew it was probably them. I just didn't want my hunch to be true."

They continue to watch, but Blake's and Ben's eyes open up suddenly when they hear a new voice come out from the vehicle.

 _"Hey, what's the holdup?!"_ The soldiers turn to see Roman Torchwick gesturing widely as he comes down the ramp. "We're not exactly the most inconspicuous bunch of thieves at the moment, so why don't you animals try to pick up the pace?"

"Aw geez, it's Roman Torchwick! 'Bout time he showed up…" Ben says as he stands low, gripping Mundvridi. Blake however stands up and unsheathes Gambol Shroud, walking off the edge of the roof.

"Hey, what the hell is she doing?!" Sun points at her in an alarmed state. "Is she trying to get herself killed?!"

Blake falls to the ground in a crouch, then continues on to hide behind one of the containers, peeking around the corner to see Roman berate a White Fang member holding a coil of rope.

"No, you idiot! This isn't a leash!" As he's looking around, Blake suddenly appears behind him with her blade at his throat. "What the—Oh, for f—" He rolls his eyes when he's cut off by Blake mid-swear.

"Nobody move!" She growls at the White Fang Soldiers who equip their weapons. Roman sighs.

"Woah…! Take it easy there, little lady."

As the White Fang closes in on her, Blake uses her free hand to go for her bow and remove it, causing the ribbon to fall away as her Faunus ears are shown to the world. She stares at them in disappointment as she looks around.

"Brothers of the White Fang! Why are you aiding this scum? Do I, the daughter of the former leader have to judge you for your foolish actions?" She growls. The members suddenly lower their weapons a little upon hearing her speech. Ben and Sun were equally shocked when Roman started to laugh.

"Oh kid, didn't you get the memo?" He chuckles. Blake narrows her eyes as she draws her blade closer.

"What do you mean? What are you talking about?"

"The White Fang and I are going in on a little joint business venture together!" He reveals.

"Then tell me what it is, or I'll put an end to your opera—" Suddenly, the air becomes filled with even more turbines blowing the wind wildly around the docking area.

"Well, I wouldn't call it a _little_ operation, per say!" He says as he looks up. Two more Bullheads are hovering above the heist, and as Blake watches in horror, Roman smiles and manages to fire his cane at Blake's feet, resulting in a large explosion.

"Shit! Alright, we're going in!" Sun yells as he and Ben jump down. Blake, dazed but relatively unhurt on the ground, quickly rolls and runs out of the way of Roman's continued attacks, flaming missiles destroying cargo behind her as she retreats behind more containers.

"Come on kitty, kitty, kitty, kitty…" He chuckles. A pile of green goop and a banana suddenly land on his head, causing him to groan in disgust as he looks up.

From above, Stinkfly flies down and throws Sun at Roman, with the monkey Faunus landing on his face feet-first. He then rolls and prepares to fight. The criminal grumbles as he stands up, with Stinkfly reverting to Ben as he lands next to him.

"Leave her alone!" Sun yells at him. The Bullheads open up, revealing a whole bunch of additional White Fang members as Roman gets up.

"You two aren't the brightest bananas in the bunch, aren't ya?" He growls. Ben would've retorted on the pun he made, but he had no time to do so as the cavalry started to rush by.

With that said, the White Fang charge at the monkey Faunus and human shapeshifter, but Sun manages to dodge slashes and get some of the soldiers with his fists and kicks until he rolls out of the way, pulling out a collapsible red staff. He quickly uses this to beat down on each opponent that nears him, falling each one in a single flaming blow when he twirls, even creating a scorching shockwave to beat the last of them. Ben adds support by sliding between the confused members, and shooting the ones not guarded at their flank points.

Blake peers around the corner of the container to watch Sun jump around and beat more White Fang soldiers, causing one to fly over Roman's head. The crime boss growls in annoyance and aims his cane at Sun, firing a shot that he defends himself from just when Blake leaps into the action.

"He's mine!" She roars as she rushes forth with Gambol Shroud's multiple weapon forms. Ben sighs as he activates the quick-change mechanism. A few moments later, he flashes green and transforms into Diamondhead.

Blake goes in close and becomes a blur of afterimages as she slashes both blades at Roman, who backs away and deflects each would-be blow with his cane at unbelievable speeds. Blake continues to dash, hop over, and slide around Roman to try and find a weak spot, but her enemy, while barely deflecting the attacks, lands a few hits on Blake until one final beating with his cane causes her to go down.

Just as Roman deals with one opponent, Sun appears right behind her and disconnects his staff in two spinning circles of flame-firing shotgun nun chucks that only slow down once to show the audience what they are before becoming twin arcs of offense again. Sun swings each gun at Roman while firing everything he as at him, but even with the rapid series of shots and flying bullets, Roman manages to defend himself against every bullet and hit, until Diamondhead starts to harass the man with a flurry of crystal bullets, causing him to pause to dodge, giving Blake a chance to bash him back with Gambol Shroud's sheath.

Skidding back, Roman grumbles as he looks at his opponents. "Oh great. A cat, a monkey, and that pesky little crystal freak from before. For crying out loud, why can't something go right for once?!" He says as he aims for a crane right above the three. Shooting it, a large container drops. Diamondhead lunges forward to dodge it while Blake and Sun leap behind.

"Donuts." Diamondhead shutters as the nozzle of Roman's cane aims right between his eyes. He reverts back to Ben, but that doesn't even phase Roman. Just as he was going to fire, he hears a familiar voice as he sees familiar glyphs appearing alongside the sounds coming from a familiar pair of shot gun gauntlets.

"Hey!" Ruby yells out, panting heavily while doing so as she and Penny arrive all of a sudden from another location. The orange haired girl giggles as she arrives next to her on top of the container that just dropped. Yang and Weiss land next to the boy, standing in front of him with their weapons ready.

"Hey, Ben." Yang smiles as she helps him up. Weiss merely huffs as she points her rapier at Roman. The criminal frowns, but as he glances at Ruby, a grin appears on his face as his cane's nozzle opens up once more.

"You guys didn't even know that little Red was low on Aura?! You fools, now she's gonna die!" He says as he aims to fire a flare at Ruby. Before anyone could react, he fires straight towards the girl's chest.

Everything goes into slow motion, and everyone's eyes move along as the red flare began to travel through the air. Ben's in particular contracted as his expression quickly turned from a frown and into a look of horror and shock.

 _'…NO! Not this time…!'_ He yells in his mind as he stands up, with all his Aura starting to concentrate in his body.

Knowing that Ruby could die if she were to be hit by the flare due to her Aura running out, he instinctively rushes out to stand in front of her and envelop her in a hold after launching himself with his remaining Aura. The flare hits him in the gut and burns a large hole in it, causing him to grunt loudly as the two fall to the ground. Everyone turns to the seemingly killing blow as Ruby's eyes widen in horror.

"Ben…? BEEEEEEN!" She screams, which could be heard by everyone. Weiss and Yang react similarly, but the heiress quickly runs to him, preparing a dosage of ice Dust. Ruby's silver eyes seemed to have glowed for a split second as tears started to pour out, clutching the boy's seemingly lifeless body.

Penny, while shocked of course, wondered why he took the hit for her when he didn't have any more Aura. Roman laughs, but in surprise.

"…Ha. Pfft! What was he thinking, trying to save his girlfriend or something? You really have quite the guy dedicated to you, Red!" He cackles. While Sun and Blake were in shock, it was then that Penny glares at him with a determined look.

"I think I understand now. Just as she thinks of him as more than a friend, perhaps he is the same while thinking about her… I shall not allow you to get away with this!" She yells out as her pack opens up.

Once again everyone was in shock, but this time because of Penny. Her backpack mechanically opens up, and from its dark depths came out a single sword that extended and multiplied into several blades hovering over Penny's back. Leaping forward, she sends three of her swords to knock two White Fang soldiers down before even landing on the ground, where she proceeds to fling the swords at one enemy, impale another to a wall, create a barrier of spinning steel against a running attack, leaping over a goon with her swords in tow, and finally making a wheel that she throws to knock multiple Faunus off their feet.

"Holy crap!" Sun breaks out from his daze in amazement.

Three additional Bullheads come from the skies and open fire on the battle, but Penny merely forms a shield and launches two of her swords into the wall behind her, which in turn pull their wielder back with their strings. When her swords swirl around her again, she commands them to open their points and build up a large glowing ball of green light. With a punching action, several bright lasers crack the pavement when they fire at the transports and slice each one in half, causing several of the White Fang members inside to fall and letting Ruby watch as Bullheads fall in pieces behind her while cradling Ben in her arms. Stunned, she turns back to Penny as she aims her swords at the remaining Bullheads holding the crate of Dust and pulls back on their wires, tugging the aircraft with them.

"Whoa… I didn't think someone like Penny could be so dangerous… How is she doing…huh?" As she began to look at her in awe, everyone else's attention starts to turn back towards Ben, whose body starts to glow green as the Omnitrix's hourglass starts to glow.

"H-Hey, what's going on?" Blake looks down at the device, holding Ben's arm in her hands. As the core pops out, a green scanner starts to envelop Ben's body.

Penny continues to fight with a ferocious look on her face. Seeing the Bullhead's flight fall under Penny's control, Roman grimaces and turns to run towards the last transport. She glances back as the Omnitrix's AI starts to speak.

 _ **"** _Dam_ **age detected in user body. Danger status of user: Level 7. Life support program: Activate. Emergency fail-safe: Activate. Repairing user damage, ID: Benjamin Tennyson."**_

The Omnitrix AI started to initiate some sort of program, wrapping Ben's body in a green light as everyone stared in wonder.

"Is anyone else hearing his watch talk?!" Sun says as the rest of the White Fang members start to run towards some giant boxes colored brown. Opening them up, Weiss notices that the laser guns they now carried were the latest from Atlas tech institutes.

"Penny, dodge!" She calls out. Penny narrows her eyes as she uses her blades to swing her out of harm's way. It was starting to become difficult, as the remaining soldiers, plus Roman, proved to be quite the projectile firing squad. When they started to coordinate their attacks together, they ended up releasing a large energy ball.

Penny growls at the heap of energy that started to fly towards her way. Even with her weapons, she probably didn't have enough energy to stop the abyssal projectile. Blake slams the floor as she shutters his eyes, only to open them again as she notices Ruby's weird behavior.

"Eh!?" She gasped. Yang noticed it as well. "Hey, what's happening to Ben?!"

 **"** _ **Program complete. User status confirmed, danger levels receding. Applying categorized form to accommodate process. Transformation ten from Playlist 2 initiated. Please hold."**_ The AI said.

"Wha—" Ruby tried to say, but everyone was blinded as Ben's eyes shot open. He then stood up and immediately jumped towards the energy ball as his body flashed.

"BEEEEEEEEEEN!" She cried out tears as she tried to reach for him.

As she yells out for him, the signature flash of the Omnitrix blinds everyone. Flying towards the gigantic heap of energy, everyone watched as a flurry of rocket-like projectiles spammed the energy ball away into nonexistence. As Roman groans while opening his eyes, he immediately ducks upon seeing a green energy pellet zip towards his face.

"Oh what the hell now?!" He barks as he looks up. He winces as an armored being aims his arms at him, and the energy ball exploded into a puff of smoke.

"Ben…?" Ruby blinks in disbelief and shock as she calls out to him. "Are…you okay?"

Ben remains silent for a moment, but he then turns to everyone and gives them a thumbs up, because he knew that he couldn't see his face behind his helmet.

"Not dead yet! Well, hurting a bit, but we'll talk about that later. Penny! Time for a collaboration with **TenTen**!" He yells out.

In his armor, TenTen's feet were hooved. He has green pads covering his central joints, a belt, and four central lines on his helmet to provide outlines for his face. He wore a green and black jetpack that expelled a constant exhaust of green energy, and the Omnitrix dial was located on his chest.

His arms morphed from gatling lasers to rocket launchers. Penny seemed to had understood the concept. As he came swooping down, the girl reached up and allowed herself to get grabbed. Everyone watches as the two zipped back up into the air, and after Tenten lets her go, the two look down while prepping their weapons.

Sun's eyes widen. "Wait, they aren't going to be doing what I think they're doing, are they?"

"…I think we should run." Yang gulps as she shoots herself back with Ember Celica. Weiss quickly follows up with a glyph that launches her back. Blake and Sun use their natural speed to zoom along.

Ruby continues to watch them as they start to float down, but then she too backs away using Crescent Rose's recoil. Roman and the White Fang could only watch in shock as the two begin to unfold a flurry of destruction. TenTen releases a volley of missiles, covering the entire dock area. Penny then follows up, this time by manipulating her swords to scatter across the landscape, firing green lasers from the tips that defeat the remaining amount of White Fang members.

"For the love of Remnant, kids these days!" Roman screams as he covers his face from the devastating amount of smoke created by all the collateral damage.

As TenTen and Penny land on the ground, he could see his visor's green lines glowing, as well as the sword girl's eyes gleaning from beyond, Roman starts to step back, and as they come out from the field of smoke, they eyeballed the top hat man as he made a run for one of the Bullheads, which, while damaged, seemed to be in a somewhat usable condition.

As he climbs onto the ramp and starts to pilot the vehicle, he sneers at the crowd. "Been one heck of a night girls, Ice Queen, monster guy… Now then, would you mind leaving me alone for just one godforsaken night?!" He barks wildly as the vehicle begins to initiate its engines.

Tenten morphs his arms into gatling guns again, but before he could start to release a stream of projectiles, he stops. Looking down at the side of his gut, the injuries from Roman's flare begins to act up, finally catching up to his body.

"Guurgh…?!" He grunts as he keels down to a knee. His launchers morphed back into hands as he clutches his side. Penny stops her approach to lean down to him in concern.

"Ben, are you alright?" She asks with a worried tone. The armored alien pants a bit, looking up to see the turbines of Roman's Bullhead go off. As it starts to fly off, everyone else starts to rally back to him as his body flashes.

Reverting back to Ben, Ruby rushes to him and opens his arms away from the fatal wound, only to see a large bruise in its place. Her eyes widened in confusion, but she quickly sighs in relief.

"Oh, Ben… WHAT THE HELL JUST HAPPENED?!" She then begins to shake his body with tears running down her cheeks. The boy yelps as his head flings back and forth.

"R-Ruby, calm doooown!" He chirps as he struggles to stop the girl from violently shaking him. Yang quickly pulls her arms back as Blake crouches down to check his wound.

"Calm down Ruby, he's injured!" Yang scolds the girl, although relieved that Ben was alive. Blake frowns upon skimming her fingers on the injured part.

"What was that? We all saw you get a hole in your body, red burning marks and everything… Now, all that's there is just a badly bruised mark and burnt clothes." Weiss observes the boy's body. Ben groans, but sighs as he chuckles a bit.

"I guess…I gotta explain some things to you guys. But…after the cops leave us, yeah?" He says as Blake helps him up. Everyone turns to hear the sirens of police cars coming along towards the docks. Ruby pouts as glares at the boy, but she finally gives him a small smile as the action starts to cease.

Penny views Ben with a strange look in her eyes. The green glow in her eyes seemed to have shuttered like a camera taking a picture, but it soon started to stop once the Vale Police Department arrived on scene…

* * *

 **…**

A few minutes later…

Later, a handful of police cars are at the docks, where Ruby, Blake, Sun, Penny, and everyone else are sitting on boxes in silence.

"Well, before we get to interrogating Ben, I…wanted to tell you something, Weiss." Blake turns to the ice girl with calm eyes. She glances at Sun, who gives her a thumbs up.

"…I wanted to tell you that I'm no longer associated with the White Fang. Back when I was—

"Stop! Do you have any idea of how long we've been searching for you guys?" She pauses, before sighing a bit while averting her gaze somewhat apologetically. " _Twelve_ hours. That means I've had twelve hours to think about this. And in that twelve hours, I've decided..."

Ben and Blake look on with worried looks. Weiss blinks, and as she turns back to her, she frowns a bit as she pats Ben's head.

"…I don't care." She simply answered. Blake's eyes widened.

"You…don't care?" Blake was a bit flabbergasted by her blunt answer. Weiss folds her arms as she stops the petting, leaving Ben with a confused look on his face as he and everyone else listen on.

"You said you're not one of them anymore, right?"

"No, I-I haven't been since I was younger-"

Before she could go on though, Weiss puts a finger on her lips. "Ah-bah-bah-bah-bah! I don't want to hear it. All I want to know is that the next time something this big comes up... you'll come to your teammates. And not some..." She looks over towards Sun and Ben her as she catches herself. "Some other individuals."

The cat girl's ears wiggle in surprise as Blake gulps. She seemed so surprised that she didn't wipe a tear that went down her eye until she calmed down.

"Of course…" She then smiles.

Weiss smiles in response and nods. The moment seemed to be serious for a second, which is until Ruby breaks the ice by screaming in joy. ""Yeah! Team RWBY is back together!"

The girls and Sun start to gather up. While starting to get up from the crate he sat on, Ben notices Penny starting to walk away from the crowd, seemingly invisible to the rest of the group around her as she starts to approach a lone car in the distance. Wondering what was going on, as he tried to turn, he bruise eased up again, making him wince.

 _'I guess I'll find out later on…'_ He decided as he joined the circle, now expressing a smile on his face. Joining the circle, everyone smiles for a bit, but then Weiss points at Sun in an accusing matter.

"I'm still not quite sure about how I feel about you!" Sun laughs nervously. Ruby motions Ben to lean on her for support, but as she does so, while looking around for Penny, she raises an eyebrow in wonder.

"Say, mind explaining yourself now, Ben?" Blake puts a hand on his shoulder. A marble of sweat drops down his face as he sighs.

"Okay, fine… Can at least get something to eat first? I'm starving since my stomach was blasted through, and now it's only…an empty stomach. I can't match my words right now. Let's just eat and then go back to Beacon, alright?" He slumps over as his stomach growls.

"You'd better explain yourself thoroughly then, mister!" Ruby then grabs him into her arms. "Because no matter what the case, you are _not_ doing something like that ever again! Do you hear me?!"

Ben gasps, feeling her shaking body against his. Closing his eyes and smiling, he returns the gesture as he pats his back. "Yeah, sorry for worrying you all."

Everything then seemed to be all cheery and happy, but it was then that the surrounding crowd started to react to the warm gesture between the two with mixed reaction. Weiss raises and eyebrow, while Blake started to feel a bit uncomfortable seeing them hugging. Yang grins as she whispers into her ear.

 _"Ho ho… Do I see the start of something starting to bloom? How do you take this, mother Blake?"_ She teases her. Blake's ears twitch as her eyes contract slightly as she stares quite bizarrely at the scythe girl and alien shape shifter.

"I feel…slightly troubled by seeing him like that…" She admits with a mumble, as if she were speaking out loud from her mind. Even Sun started to notice this, and he goes to her other ear.

"Hey, are those two…you know, boyfriend and girl—"

"I DON'T KNOW! I DON'T EVEN KNOW MYSELF!"

Ruby and everyone else jumps up a bit in startle as they turn to the catgirl. Blake starts to notice all the stares, and lowers her face slightly as her human ears go a bit red. She sighs as she points towards  
Beacon.

"Let's just go home, please… I need to sleep."

* * *

 **...**

And there we have it, folks!

I've been kinda mixed about thinking about both the Bumblebee pairing, as well as the Sun and Blake pairing. Both seem so good, but I wonder how you guys would think about it? I mean Sun even went as far as to follow Blake home because of his crush on her, and she seemed to be a bit approving of him, like during that time I think she blushed during the Vytal Tournament Arc when Sun waved back at her.

Regarding Ben's Semblance, I've been thinking of what kinds of Scenarios should be used to unlock it, as well as the functionality of Ruby's Silver Eyes ability. They didn't specify and specific use on how to control the ability, but maybe some other kinds of methods may be viable in order to properly use the ability in the right kinds of situations.

Weapon upgrades will officially come in two forms. One will be a proper upgrade, like Jaune's upgrade to Crocea Mors using parts from Pyrrha's weapons for example, but this time it'll be an upgrade using alien technology from the knowledge of Ben and materials from his universe. The other will be a temporary buff or _Overtime_ function that gives the device a power boost for a brief moment of time, whether it be for a certain function of the weapon, or just an overall boost to its parameters, in a way referencing to the Trans-AM system from Gundam 00.

So, that's all I wanted to say, so I guess I'll leave you guys alone now. It's always nice to upload a chapter, ya know? Rate and review as usual, and keep up with the suggestions guys! I'll see you all in the next chapter, so here's to a temporary fare thee well!

 **…**

 ** _And you guessed it! It's only proper for a chapter featuring a date between a young couple to take place on_ Valentine's _! So, in response to many users, the next Null Fairy chapter will be uploaded on_ February 14th _, a special chapter for all of the likes to see!_**


	8. A New Semester

_Humans aren't as good as we should be in our capacity to empathize with feelings and thoughts of others, be they humans or other animals on Earth. So maybe part of our formal education should be training in empathy. Imagine how different the world would be if, in fact, that were 'reading, writing, arithmetic, empathy.'_ \- Neil deGrasse Tyson

' _Science fiction is any idea that occurs in the head and doesn't exist yet, but soon will, and will change everything for everybody, and nothing will ever be the same again. As soon as you have an idea that changes some small part of the world you are writing science fiction. It is always the art of the possible, never the impossible.'_ \- Rad Bradbury

A little something from one of my favorite anime characters...

 _"If you're alone... if it's just your life, you can use it however you please/ Wear yourself out, get cut to ribbons, doesn't matter. But when there's two, the blade grows heavy. Fighting like death doesn't concern you becomes a thing of the past. It's no longer just you. I threw away my way of life, relied on the strength of others, and somehow pushed on."_ \- Guts

And a little something from myself...

 _"Though we may always diverge from our set paths, we will always group up to see a common goal done together. How that way is achieved, is unknown until it starts itself, and by then, havoc and bedlam will have either taken course, or peace and prosperity will have desolated the world in its warm embrace."_

 **...**

 **...**

Ho-ho-ho-ho, here's to a new chapter, people! Just wanted to be a little quoting at first. It beings up the mood when I look at inspirational stuff like that.

I noticed a bunch of RWBY x Ben 10 stories coming onto the page. I like how we're all trying to come up with new ideas. I wonder how far these things will go onto! Well, onto the usual stuff, yeah?"

Welcome back to the Huntsman from the Void, people! Another chapter for all your eyes to feast upon! Let's get to the questions you all have and discuss some additional features!

 **Team Calling and Team Combination Moves**

Yeah, thanks for the suggestion, **Mega float guest**. I think it would be fun to create some unique combo attacks for both teams RWBY and JNPR. What do you guys think? They could consist of things and ideas from both Ben as a human, or various forms from the Omnitrix, like XLR8 and Ruby, Weiss and Diamondhead/Arcticguana, etc. Let's see how these kinds of ideas will fare!

 **Upgraded Weapons**

Some of the upgraded weapons will be featured in this chapter, but yeah **RedBurningDragon**! I think the charge blade from the Monster Hunter Series can be quite applicable to this! Many weapons from that series may be available too, so it's up to you and the other guys to give me ideas!

 **Transformations**

Multiple Faunus transformations? Of course! We already got Bunny Ben, Cat Ben, Monkey Ben, let's see what else we can get! There's Scorpion Faunus DNA from Tyrian, Bat DNA from Yuma, or Spider DNA from Trifa. I kinda have something that I would like to suggest. What say…when Ben transforms into a Faunus, since the Omnitrix copies the DNA based on source of the original carrier, could his Semblance possibly change? Like changing it to Blake's or Sun's? Leave a thought for that, yeah?

 **Other Aliens**

Ghostfreak will…have a difficult time trying to get into this series? I mean, I was able to include him in the Null Fairy by introducing an alternate Ben that had Ectonurite DNA in his Omnitrix, but I wonder how I can incorporate missing DNA samples in this story.

 **Changes in the Volumes**

Since I'm going to make Penny, Amber, and Pyrrha survive this (because I adored Arkos and Penny), obviously there's gonna be changes in the upcoming volumes as this story goes on. And since we don't know what's going to happen when Volume 6 comes out, since it'll probably be story changing, we can only assume that a bunch of events in the canon story will diverge off. I mean, maybe Penny might come back for all we know. What are some changes do you think that can happen in this story?

I definitely want to change the interference in the tournament, like Mercury and Emerald's framing of Yang during that match, or Pyrrha killing Penny by accident due to the hallucination that Emerald placed on her. Pretty sure Ben would be extremely suspicious about them, and definitely Cinder. Isn't she like a young adult, compared to the ages of all the teenagers of the rest of the cast of students?

Well, a little more to discuss, but I'll leave you guys with these little tidbits of suggestions and information for all of you to talk about. Let's get started with this chapter, yes? The start of Volume 2 is now going underway! How should I incorporate an accidental kiss between Ben and Ruby?! Hohohohohohhohohohoho.

A small shout out to **CasuallyPosting** for responding to my review from earlier! Hope your thing goes bright and long! I look forward to reading the next chapter!

And as always, we gotta go over the usual stuff. Ahem… I own nothing related to the subject of **Ben 10** nor **RWBY**! I made a little humorous remarking in this chapter because of the recent RWBY Chibi episode that came out. Oh, and is our Snowbird ship going on, or is it really only just flirting like Ozpin said?!

* * *

 **Chapter 8:** _A New Semester_

 **…**

 _"Ozpin… You must be crazy if you say that you don't want to learn about the full capabilities of that device!"_ Ironwood slams his desk from his side of the holographic projection.

Currently in the same chamber as before, the one in the underground located beneath Beacon Academy, Ozpin, Glynda, and Ironwood were once again in a meeting. Amber was awake for this session as well, but her condition was yet to be stabilized.

"Sir, with all due respect, it would be extremely difficult to convince him to let _anyone_ tinker with that thing, don't you think?" She folds her arms as she floats in the liquid container.

"Truly. As much as I would like to decline otherwise, Amber is right." Glynda nods. "We've only seen a few functions of Ben Tennyson's shape-shifting watch. One is the mechanism that allows him to transform, and we just recently watched him return from the brink of death. That hole in his body was right where his major organs were. He should've ceased to live right at that moment."

"And as we saw in that footage though, he survived. Or rather, he used that device and it repaired the damage, much like it did with Amber and the Grimm infection that was in her during back then." Ozpin adds on.

 _"Which is what I'm trying to say! If we can utilize that device, we might be able to save so many others from Grimm attacks, and even those from outside the Kingdoms. We can use it to benefit our military as well, don't you see?"_ Standing up, he sways his arms up.

"You mean _your_ military, you mean. Atlas is currently the biggest manufacturer of synthetic military based armies. Most of your forces are machines, rather than the likes of soldiers or Huntsmen and Huntresses." Glynda however scoffs. "And besides, how will you persuade the boy? He has more than enough rationality to possibly disclose any potential rewording you might have to convince him otherwise."

"She has a point, Ironwood." Oz shrugs slightly. Ironwood sighs as he sits back down.

 _"I suppose. But at least bear the thought in mind of convincing him to lend us the knowledge about the technology of that device at least. I'll be touch, but I'll be sending over some agents to possibly monitor him if the situation calls for it."_ He says as he cuts the call off.

Amber sighs, spinning around in her container. "General Ironwood really is persistent in enhancing his forces, isn't he?"

"You could say that, but he has the same mindset. Keeping the general populace safe from the harms of the Grimm or any other form of danger. His methods are just…more likely to be taken with a more aggressive manner." Ozpin turns to her.

"But the question does concede with what will happen for the Vytal Festival though." Glynda notes. "With such a large event happening, people from all over the world will be coming to watch the tournament and enjoy the local events."

"Which means that the chance of something dangerous happening might occur." Amber finishes.

"Yes, yes. I have taken those circumstances into account, you two. But until Qrow comes back to bring out more information about those three who attacked Amber, and possibly more about the work of the other mission that we gave out to him, all we can do is lay still and continue on with progressing through the school year." The Headmaster sips from his coffee cup as the two females sigh.

"Yes, sir… But how long will it be until I get out of here? I feel fine as it is." Amber complains as she slouches over with a depraved look.

"You may feel in a somewhat adequate state, but your full physical recovery is yet to be completed. The fact that half of the Fall Maiden's power was taken from you was enough to affect the other parts of your body. I'd give it a little more time until then."

"…Yes ma'am." Amber falters slightly. Ozpin smiles though as he starts to turn back to the elevator.

"Get some sleep for the time being then. I'm sure you'll be able to meet your savior soon enough. Just a bit longer, Amber."

"P-Professor! That's not what I…ugh, never mind…" The maiden sighs with a touch of breathlessness as she closes her eyes.

Glancing back for another moment, Ozpin and Glynda then proceeded to elevate back to the upper floor of the Beacon Academy. Amber folds her legs up as she opens her eyes slightly.

"Ben…Tennyson, huh? I wonder what kind of person he is."

* * *

 **…**

In the eyes of Team RWBY-B, they thought that their male member would be suffering for at least a few days due to his recent injuries. However, that proved _not_ to be the case immediately the day afterwards.

During the day that they came back from the White Fang and Roman Torchwick incident at the docks, as the girls prepared to sleep after leaving Sun to do his business, during the middle of the night, Ruby woke up from her slumber, hearing noises around in the room.

 _"Uhhhwaaa…"_ She yawns as she slips her sleeping mask up. Rubbing her eyes, she sits up as she listens in to the strange noise.

"…Is that…nibbling I hear? Do we have a mouse in the house?!" She jumps a little as she whispers to herself.

Opening her tent, she quietly peeked her head out, gazing about her team's room as she starts to check her teammates out. Looking underneath her bed, Weiss was sleeping soundly without a care in the world.

"It's not Weiss…" She mutters as she looks across her bed. "Is it Yang?"

Lookin over towards her sister, the blonde was seen snoring with a smile on her face, punching the air with her fist. Ruby figured that she must've been dreaming about fighting someone, as evidenced by her giggles every so often as she stops every now and then.

The silver eyed girl chuckles a bit, but her eyes then gazed down to the lower floor, checking out Blake's and Ben's bed. Immediately she noticed that Ben wasn't in his bed, and that Blake was simply sleeping soundly as well. Ruby knew that Ben had terrible sleeping habits, and would most likely not be on his bed anyways, but since he was the only one she didn't see, she decided to look around the rest of their room to confirm the boy's location otherwise.

"Okay, where arrrrre you…" She mumbles as her eyes open fully.

Landing on the floor with little to no noise, Ruby tip toes through the darkness of their room, looking around to see where this noise was originating from. It was definitely chewing of some sort, but she didn't know who or what was causing it.

However, one she started to move on towards the desk, as she eyes one left corner of the room, her and a pair of emerald green eyes widened as they stared at each other. Ruby blinks several times before pointing her finger at the individual with an unsure expression on her face.

"…Ben? Is that you? Are you feeling alright?" She asks. To her surprise, the shadow flinches a bit as it struggles to swallow something.

"A-Ah… Was I being too loud? Heh-heh…sorry. Yeah, fit as a fiddle." Ben's voice responds to hers as he licks his fingers. "I was still hungry."

"Even after devouring those three whole turkeys…?" She says as she starts to walk over to him, sitting down. What she then noticed though was that Ben was not in his human form, but rather…

"Wait…cat ears…and a fluffy tail? Oh my god that's so adorable…! You turned into a cat Faunus like Blake!" She whispers as she grabs him into a tight hug. Ben nearly chokes as he tries to swallow again.

"R-Ruby…air…please…!" He croaked as silently as he could.

"O-Oh, sorry…" She giggles sheepishly as she lets him go, scratching the back of her head in a nervous matter.

Indeed. Ben was currently in his cat Faunus form, but he still wore his pajamas, and the Omnitrix dial was located on his upper left chest. As she let him go, it was then that Ben cocked an eyebrow as he turned to look at her face.

"You doing okay Ruby? Your face is kinda red." He pokes her nose as he swallows something.

"O-Oh! Never felt better! Yeah, just…wait, are those cookies you're eating?" She tries to brush off the subject by redirecting their attention to what Ben was eating.

"Uh… Yeah, they are. Chocolate-chip, I made them. Do…you wanna try one?" He says as he brings the plate to her. Ruby's eyes sparkle as she takes one off, chewing it savagely and quickly swallowing the treat.

"That was soooooo good…" She licks her fingers in a greedy matter as she turns to the plate. "The temperature is just right, just the right amount of dough to balance out the chocolate-chip! And you made them into such huge proportions!"

"R-Ruby? We don't wanna wake up the rest of the—

—MORE! GIMME MORE!"

Ben quickly gasps as he taps the Omnitrix dial. While the shine didn't wake the other girls, Blake's ears did twitch once. The cat girl opened her eyes for a moment, before drifting back to slumber. Now as Diamondhead, the Petrosapien shuddered as he constructed a wall that would prevent the sound of Ruby crunching the cookies from reaching the others.

He watches with a sweat drop as Ruby devours the delectable treats in seconds, surprising him a little. It was like watching Nora eat, but with sweets instead. As Ruby swallowed the last cookie whole, she rubs her belly as she slurps and smacks on her fingers.

"Ah… That was delectable…" She says as her eyes close. Laying on the ground with a cat smile, she begins to snore with an adorable sound as Diamondhead blinks in shock.

"…Well then, that just happened." He chuckles quietly as he taps the Omnitrix dial. Reverting back to Ben, he picks up the older girl.

 _'She's quite light, actually.'_ His eyes widened a little as he carried her princess style. _'I wonder what kind of training she had to endure to wield Crescent Rose in such a matter.'_

As he walked to his bed, he glances down at her face. Ruby mumbles something as she smacks her lips, contorting her position to make herself comfortable in Ben's hold. Ben blushes a bit as she rubs her head against his body for a moment, letting out a cute hum as she snores a little.

 _'…My gosh. I think what Blake said might be starting to get to me…'_ He turns his face away in embarrassment as his blush reddens a bit further.

Shaking the feeling away, he places her on his bed and tucks her in. Smiling at her peaceful face, he sits down on the floor next to her, leaning against the bookshelf with his back as he closes his eyes.

 _'This really is the start of something, isn't it Blake?'_ He says as he too drifts into slumber.

* * *

 **…**

"Hey…don't doodle on his face, Yang…" Ruby gulps nervously as Yang grins. Taking a black marker out, she crouches down in front of Ben as he continues to sleep soundly.

"This is gonna be great…!" She snickers as she begins to draw on him.

"Such a childish act…" Weiss shakes her head in disapproval as she continues to comb her long hair. Blake however smiles a little as she watches the blonde continue her act.

In the upcoming morning, Team RWBY-B had awoken to their final day of vacation before classes started once again. When they initially woke up, Ruby had to explain for about an hour to Blake about why she was in Ben's bed. Telling her repeatedly that she fell asleep after consuming his scrumptious treats, she assumed that Ben tucked her into his own bed before succumbing to sleep himself.

Regardless, the atmosphere returned to the normal shenanigan-like area as it always did a little while later. After the girls got dressed, Weiss started to comb her hair as Yang and Blake began to fiddle with decorating Ben's face.

After scribbling on the piece of adorableness for a little bit, the two girls back up slightly to admire their handiwork. They giggle a bit as their door suddenly slams open.

"Goooood morning, Team RWBY-B!" Nora yelps with her loud and joyful voice, waking up Ben from her slumber as he instinctively pulls off the Omnitrix mechanism.

A flash of green blinds everyone as the rest of Team JNPR enters the room. Ren sighs as he apologizes once more for Nora's everlasting blunder of energy, but as everyone opens their eyes, practically all the girls stare at the newly transformed Ben with adoring eyes.

"Christ! Is the world in danger again?! Are smoothies taking over the world?!" A moderately loud, but cartoony like voice yells out as his head zips back and forth.

"Huh? Oh, hey, why's everyone so tall for?" Ben says, before looking at himself. "Oh, I turned into **Ditto**. Never mind!"

"Aw, he's so cute!" Blake immediately zips behind him, grabbing the alien into a death hug as she starts to rub his cheek. Ruby and the others wince at their missed opportunity as Ditto squirms around in her arms.

"Blake! Oh come on, it's still the morning!" He barks as he grunts.

"But you're so small, so adorable!" She whines.

"Huh, I've never seen her react like that before." Jaune notes as he turns to Ren. The pistol wielding teen shrugs as he folds his arms.

"We all suspected she probably had a different personality underneath that quiet demeanor of hers. I guess that this is it. I wonder what abilities that form has though."

"Let. Go. Of. Me!" Ditto groans as his body starts to split apart. Blake's eyes open up as a second Ditto splits off from the main one, but that copy was quickly caught by Pyrrha.

"I got him!" She yelps. Ditto 2 sighs in frustration as another one splits off. However, just like the last, this one was now being strangled by Yang, who grins as she locks him between her bosoms.

"Yay! My own Ditto!" She smiles. Ruby pouts a little as she waits for the next clone to pop out, and as Ditto 3 gasps as she prepares to catch him, to her surprise, Weiss pushes her off.

"What the…?! Weiss?" She staggers as bit as she lands on her bottom. Everyone turns to her with a look of surprise, even the Dittos.

"Uh… Ahem. Even I adore cute things, thank you very much!" She says as she squeezes Ditto 3 with a large smile on her face. The small alien squeals as his arms flail about.

Ditto was about the height of an average human child. He had white skin, a black and white head, as well as a white face along with black shoulders. Ditto's hands were large with 4 digits and his feet were merely stubs. He had three fin-like growths on his head. Ditto also had gem-like orbs on his arms and three button-like gems on his waist. Wearing a gray and black jumpsuit, it had green stripes along his fore arms and the bottom of his feet. The Omnitrix dial was located on his forehead.

As the trio of aliens continue to grunt, they all turned their heads to their captors, growling a bit before slamming their foreheads against theirs. In an instant, all of the Dittos disassembled into green patches of light that merged together in front of the group, with another flash of light replacing them with Ben as he lands on the floor with an annoyed look on his face.

"Just when I was starting to get used to the mornings around here…" He grunts as he starts to wipe his face with his arms, only to frown upon feeling the marker work.

"…Yang." He turns to the blonde with a deadpan look.

Everyone gulps as he stares at her. Even she couldn't joke this off as his stare started to make her shudder. Chuckling nervously as marbles of sweat start to drop on her face, she quickly explains the prank she did on him. Ben sighs, and starts to head to the showers. As he closes the door and turns on the water, he sighs.

"Ugh… Hey, did someone use the rest of the shampoo by any chance? There's none left!" He says from the closed bathroom.

As Ruby starts to head to her closet, Nora stops her as she begins to snicker. Everyone watches as she takes out a generic shampoo bottle, walking towards the doorway as she calls his name out.

"I got some for you!" She says. Ben opens the door slightly, allowing an arm to reach out and grab the bottle. After closing the door, Ren immediately narrows his eyes as she skips back to him.

"Nora, what was in that?" He asks.

"Oh nothing… I just feel like starting a…prank war!" She replies with a mischievous grin as she starts to dash out of the room. "I'm giving myself a head start, hope you guys survive!"

"Survive? Survive wh—"

"AAAAAAAAAAAAHHH! SON OF A GUM CHEW FUNK MONSTER! Who the hell put freaking Dust in this thing?! AH, MY EYES!" Ben bumps into the walls of the shower as the people in the room step back once.

"Uh… Should we be concerned?" Jaune raises a hand in confusion, and slightly in fear of something happening. Right as when was going to add onto that, the sound of the Omnitrix going off interrupts him.

Out from the shower room, Wildmutt came crashing out, wailing in agony as he tries to sniff around the room. His fur was now black, and had traces of red where his gills were. The Omnitrix dial's hourglass was now colored red, and he now had a red and grayish headpiece. He roars loudly as he begins to thrash around the room.

"Oh Grimm." Ruby curses out as she zooms out of the room using her Semblance. A trail of roses followed her as the rest of the crew turns their heads towards her escape.

Roaring loudly, Wildmutt growls as he tries to sniff the air once more, moving his head around in a confused matter as everyone steps back once again.

"Uhhh… I think we should be—"

"RUN, YA FOOLS!" Yang blasts her way out using the Ember Celica, creating a hole in the wall to run out of as everyone starts to join her. Letting out another hysterical roar, Ben starts to chase the crew.

"NORA! I swear, you're not getting any more pancakes for a month for this!" Ren yells out as both teams continue their panicking dash away from the black beast.

"Is it just me, or does Ben sort of resemble a Grimm?" Pyrrha glances behind her as Ben bumps into the walls of the narrow hallway.

"Wildmuttis usually different in appearance though, having orange fur instead of the black coloration. I think the Dust she put in made his hair change color." Blake answers with fear in her voice.

"Blake, you sound like you're really afraid of that form!" Jaune yelps as they turn around a corner.

"Probably because Wildmutt resembles a dog! Blake's like a cat!" Yang responds.

"H-Hey! I'm not afraid!"

"Then why are you in the front for?!" Weiss barks as she glances back. Snapping her fingers, she spawns a glyph that generates an ice floor. Wildmutt trips and slides on the slippery surface, causing him to crash into a nearby wall as the team starts to escape.

As the Omnitrix flashes, Ben growls as he comes out from the wall, rubbing his head in discomfort as he glares at the other side. As he stands on his feet with a disappoint reaction, he turns to his side, blinking at the sight of Velvet reading a book.

"Uh…" She and Ben stare at each other with an awkward build up.

"They added Dust to the shampoo I was using… Er, lemme fix that up." He activates the Omnitrix again. Slamming the core down after selecting his alien, Velvet covered her eyes for a moment, only to see the wall patched up as she opened them once more.

"…Uh, eh?" Her rabbit ears lower as she blinks again. "Was I hallucinating just now?"

"Velvet, you eat too many boosted carrots again?" A voice calls out from another shower room. Standing up with a red face, she shuts her book as she looks over.

"N-No, Coco! That was only a onetime thing!" She yelps.

* * *

 **…**

"Soooo, should we just be sitting here eating lunch?" Jaune swallows a piece of broccoli. Nora snickers as she flings a grape at Yang, in which the latter catches it in her mouth.

"Lame!" She laughs.

Nora giggles as she continues to toss grapes at yang with her spoon. Yang catches the fruit with ease, giving Nora the thumbs up. Ruby, giving an enormous heave, slams a binder onto the table, catching everyone off guard. On the cover of the binder is written "Vytal Festival Activities, Property of Weiss Schnee". This has been hastily crossed out with a red marker pen, and with the same pen, a new title, "Best Day Ever Activities", has been written underneath.

"Uh, when did you get that? And how did you get that while Ben was chasing us?" Blake asks with a confused tone. Ruby grins as she ignores her comment, before clearing her throat.

"Ahem…! Sisters...friends... Weiss." She starts.

"Hey!"

"Four scores and seven minutes ago, I had a dream!" She recalls as she clenches a fist.

"A dream you had while in deep slumber just a few hours ago?" Blake cocks an eyebrow. Yang snickers as she moves closer to her.

"Ha, this oughta be good." Nora flings another berry into her mouth, with Yang giving her a thumbs up this time. She probably liked that one in particular.

"I dream that one day, the four of us will come together, as a _team_ , and have the most fun anyone has ever had... _ever!"_ She proclaims.

"She was probably gonna say five, but that probably went down the drain once Nora sabotaged the shampoo." The blonde whispers to Blake.

"I deeply apologize for that again…" Ren bows a little while lowering his head in apology. Nora chuckles as she rubs her head.

"Ha-ha… Well, I think it'll wear off by the end of the day, I think." She guesses. Jaune and Pyrrha looked at her with uncertainty though.

"What kind of Dust did you put in there though? I think we all heard him screaming about something about his eyes." The blonde knight reminds her. Pyrrha nods.

"Yeah. That could've caused some permanent damage, you know."

"Ah, it'll be fine. It's just colored Dust that had all of its elemental properties drained! It was only red and black colored Dust that I mixed into the thing anyways! It won't do anything to his skin, and at worst it'll only affect his hair and eyes!" She flings it off as something irrelevant.

"Eyes? That's still a thing to worry about though…" Blake mutters.

Weiss nods, but then she looks at the large stack of documents that Ruby placed, frowning as she narrows her eyes in suspicion, before glaring at her. "Wait, did you steal my binder when you left the room?"

Ruby makes a peace sign as she sticks her tongue out. "I…am not a crook."

"Say what?" Blake thought her words meant something different. Yang however chuckles as she wraps an arm around her.

"I'm talking about kicking off this semester with a bang!" Ruby yells as she points a finger at the cat girl. Yang points a thumb to herself as she grins.

"Well, I always kick my semesters off with a _Yang!_ Eh? Guys? Am I right?" She turns to her teammates. Weiss leans on her arm in disapproval as Nora throws an apple at the blonde's face.

"Booooo!" She echoes off the lame pun. Yang glares at her after the apple hits her in the face.

"Look guys, it's been a good time so far, and between more exchange students arriving and the tournament happening at the end of the year, our second semester is going to be great! But, classes start back up tomorrow! Which is why I've taken the time to schedule a series of wonderful events for us today!" Ruby tries to go back on topic, but Yang growls at Nora while trying to throw another apple.

The orange head giggles as she dodges, and it ends up hitting someone else in the face. As another student notices this, more and more food starts to get thrown around.

"I don't know. I think I might sit this one out." Blake says with a worried look on her face.

"Well, I think that whatever you choose to sit out or not, we should do something together as a team, you know?" Weiss smiles as she pats her shoulder.

From the other side though, Team JNPR gasps as Nora dodges a cream pie aimed for her head. Turning over to Weiss, Pyrrha covers her mouth with a hand, and Jaune sits upright with a starry-eyed look. Yang's smile turns upside down as she and the rest of Team RWBY see a black haired boy glaring at the two teams.

"Oh sh—"

* * *

 **…**

Outside the cafeteria, Sun and another person were seen walking together. Several students were seen outside along with them doing trivial things as they went on. The two were seen chattering about the recent events that happened at the docks, as noted by Sun's exaggerated gestures.

"But get this, Neptune! When that guy's shot blasted into him, oh man, there was this giant hole in his body, ya see! It was gruesome!" He recalls. Neptune shutters a bit.

"Woah, did he survive?" He asks with a worried tone.

Neptune was a teenage boy with tan skin, dark-blue eyes and messy light-blue hair that is shaved on the sides and in the back. He wore a white dress shirt and black tie under a red jacket adorned with a wide, upturned, black collar, and a silver reticle across the back. He also sported a pair of gray jeans with black padding strapped to the sides, as well as black shoes fastened with straps instead of laces. Within his attire also included black fingerless gloves and a pair of yellow-tinted goggles typically worn on his forehead.

"Ah, yeah! He somehow came back to life, and then he changed into this cool mech looking thing! He was all like, pew-pew, pow and stuff!" He continues on as he makes gun like gestures.

"What? No way." He grins.

"And that girl I was fighting with? She was crazy quick! But she wasn't fast enough to dodge a giant blast to the ground that guy with the hat did!"

"Man, that's harsh." Neptune grimaces.

"I know, we were fighting side by side. And I threw a banana at the guy, which sounds gross, but it was awesome~!"

 _"Nice!"_

"Right? And the best part is, she's a Faunus! But that's a secret, okay?" Sun leans in close in order to stress the importance of this secret. _"_ And not a, _"I'm gonna go tell Scarlet the second Sun turns his back secret"_ , I'm talking _secret_ secret."

"Whoa, chill out, man, okay? I got it." Neptune gives him a reassuring smile.

"You better. I just don't want to screw this up, you know? The people here are the _coolest!_ No offense to you guys." He raises his hands in apology.

"None taken. Kinda interested in meeting them now, since you speak so highly of them." The blue head nods a few times.

Sun smiles, and points into the doorway of the cafeteria. "They're just in here. I'm _really_ excited for you to meet them. So be cool, okay? You're gonna be cool, right?"

"Dude." Neptune folds his arms as his teeth gleam. "I'm the coolest, man."

"…Good point."

* * *

 **…**

Slamming the doors open, Sun darts his eyes around enthusiastically as Neptune immediately frowns. The screaming of students were heard as they started to dash out the large facility.

 **"FOOOOOD FIGHT!"**

"What the hell?" Neptune begins to look around the place with a worried look as more students continue to pass by them.

"We're dead! We are dead! All dead! All gonna die! Dead. Men. Be. We! A cornucopia of pain and despair is coming our way to ensure our demise! We are SO going to die-e-e!" Jaune screams as he hides underneath a table.

"PREPARE FOR BATTLEEEEEEEEEEEEE!" Nora screams as she and Ruby stomp their feet on a table of food, flinging a couple of trays and plates off.

"I don't know who did it, but you're all going to pay!" Ben growls with a savage smile as he stands atop a tower of tables stacked in a ramshackle manner.

Teams RWBY and JNPR were currently on the ground level, staring up a shocking group that consisted of eight Bens with black hair with streaks of blood red. His eyes were also colored ruby red, and they were all dressed in their Beacon Academy uniforms.

"Uh… I thought you told me there was only one of him?" Neptune points to the group of Bens with a dropped jaw. Sun reacts similarly, but quickly shakes his head.

"I guess that's what another one of his forms does?" He shrugs.

"Justice will be swift! Justice will be painful! It will be _delicious!_ " Ruby yells out as she squeezes a milk carton out. All the Bens' eyes twitch as they give her an annoyed smile.

 _"We should be saying that!"_ They all yell as they clench their fists in anger.

"Well, prepare for battle, I guess." Blake leans back as the Bens drop down from the tower.

"Off with their heads!" Ben Prime yells loudly. All the Bens jump down and reach out to grab a ridiculous amount of watermelons laying around, whether on trays, the floor, or other surfaces.

"Scatter and splatter!" A Ben yells as they start to throw them towards the group, using their Aura to enhance their gestures. A few of the Bens grab and throw some melons from a couple other tables.

"Incoming!" Ren yells as two Bens flip over a massive table holding several melons. The fruity projectiles begin to target Team RWBJNPRY, or whatever name one would call the eight students.

"Yang! Turkey!" Ruby orders her sister.

Yang rolls over to the turkeys and sticks her fists inside them, proceeding to block and punch the melons as they speed toward her. Upon completion, Blake leaps in front of Yang and picks up two baguettes. The blonde proceeds to launch her fist turkeys at the Ben in front of her, but to her surprise, as they start to zoom towards him, this Ben activates his Omnitrix mechanism.

Flashing green, Upchuck immediately appears to swallow and ricochet the turkeys back at them, forcing her to dodge. Flashing back with a grin on his face, he gasps as he rolls away from a flurry of apples. Grabbing a single baguette as he does so, the Ben behind him instead takes the blows, blocking the initial ones before getting blown away.

"Nice, Ren!" Pyrrha yells as the teen ceases his firing.

"Shoot! Wait, oh crap!" The previous Ben backs up to avoid a stab into the ground by Blake.

Glaring at each other, Ben and Blake begin a one-on-one battle. Starting with an overhead swing, Blake crouches to block with her two baguettes. Pushing against each other for a second, he spins around and jumps back, before lunging forward for a stab. Blake spawns a shadow clone as she jumps up.

"That's your Semblance, huh?" He says as he turns around.

As the cat girl lands, she spins her makeshift swords around in a twist, leaving Ben no choice but to skid back a few feet to avoid the blows. After she stops, he proceeds with a couple of swings himself. Blake blocks the initial blows before leaping back and spawning another clone. Turning around to see her in the air, she throws down one of her baguettes with tremendous force.

Narrowing his eyes, he quickly back flips to avoid the baguette, which cracks in half upon crashing onto the floor. Taking this opportunity, Ben prepares a powerful lunge with his Aura, blowing back his sisterly figure with a mighty poke as she lands.

As she flies back with a shout, he then twirls his baguette and throws it forward as hard as he could, leaving Yang to intervene as she rushes in front of the cat girl, blocking the projectile.

"Spray and pray!" He then calls out. Two more Bens jump up from behind to spam her with baguettes, knocking her down as well after she blocks a few more of them.

"Ack! You're on!" Ruby and Pyrrha run together. Sliding onto a food tray, Pyrrha uses her Semblance to propel her forward as she runs alongside her.

Traveling across the tables, Ruby then picks up and throws the tray at the trio. One of them rolls away as the other two block it, but Ruby and Pyrrha then knock them backwards as they stomp against the tray while in the air.

"Two down!" She calls out.

Another Ben growls as he joins up with the other Ben that dodged at first. Leaping back, the two girls land on the ground as Weiss comes up in front of them, splattering a load of ketchup on the ground.

The two Bens gasp as they slip, sliding across the floor until they crashed into a group of tables. However, another two Bens then take their place, running up the tables to jump up. Grabbing two metal flag poles and snapping them off, as they fall to the ground, one of them stabs it into a watermelon, while another lands onto a thorny pineapple.

"Everlasting adaptability!" They both yell with grins. Rushing towards Weiss, as they prepare to slug and stab and the girl, Ruby quickly stands in between the two to protect her.

However, the force of their blows knock her away, and Weiss quickly rolls away as Nora jumps to join her. Grabbing a raw swordfish that was laying on the ground, Nora grabs a baguette and stabs the hard bread into a giant turkey. The Bens notice that their food weapons took a resemblance to their actual ones as they charged forth.

Rushing forward, Weiss performs a powerful stab against the Bens, knocking them back. As they flip midair and land on their feet, Nora stomps in and starts to spin her makeshift hammer, leaving them to duck or jump up to avoid the orange haired girl.

Ben 1 slides underneath her and trips her by sweeping her feet with his pineapple lance, and while in the air, Ben 2 then jumps off her shoulder to swing down at Weiss. Grinning savagely as she dodges, Ben starts to rapidly spin his body around, leaving the snow girl to try and deflect his attacks.

"Grr… Curse your ambidextrousness!" She growls as Ben knocks her arm up, before slamming right into her body with an explosion of Aura in the last hit.

Ruby and Yang gasp as the attack throws her against a pillar, knocking her down, and causing the pillar to break. Before the pieces crush Weiss, Ruby jumps in and saves her partner, but shouts dramatically at her partner's apparent demise.

"Weiss? Weiss! Don't leave me! NooooooOOOooooOoo!" She cries out in a mocking matter. Yang gives the two boys a glare as Nora recovers, knocking one away with her hammer baguette back towards the tower of tables.

Chasing after that Ben, Yang grabs two more turkeys and duels him, who groans for a second before grabbing a pair of leeks. His dizziness causes him to get overwhelmed by Yang's reflexes and he takes a lot of hits before being sent a few meters into the air by an uppercut. He recovers from the strikes and throws his leeks at Yang, but she manages to dodge them and proceeds to finish him by jumping high enough to punch the red eyed youth toward the floor, knocking him out. The other Ben, who dodges another blow from Nora intervenes immediately afterwards and sends Yang flying through the roof with his melon hammer but destroys the weapon in the process.

"Hey, only I can do that!" Nora yells as she lands the final blow on that Ben, slamming him onto the ground. He coughs a little as he lays on the floor in a daze.

"Grr…" Ben Prime growls as he watches Blake dodge a pile of debris. Getting back up, she grabs a link of sausages and whips it at him, throwing him against two soda machines. He winces a bit before rolling back and grabbing a few cans.

Throwing them at the cat girl, she gracefully flips to her sides and dodges them all, giving him a playful smirk that makes him twitch an eye. Grinning, he activates the Omnitrix mechanism, flashing green to replace himself with Lodestar.

"Uh-oh, get back!" Jaune yells as the metal alien begins to use his powers to make all the cans of soda around him rise. The other Bens who start to get up smile as the barrage of cans take out almost all of Ruby's team.

As her teammates land in a puddle of juice behind her, Ruby gives the group of eight Bens an excited smile as sweat is seen dropping down her face.

"Ooooh, you've done it now…!" She says as she takes a track and field stance.

"Wait, she's not planning on…?" One Ben points at her with a worried look.

"She is! Quick, change into—"

"We know!" All the Bens activate their Omnitrixies, slamming their dials down at the same. As the members of Team RWBY and JNPR start to get up with groggy faces, their eyes widening as big as bowling balls.

"What the _duuuuuck_?" Jaune stares at the set of aliens with a bug-eyed look.

All the Bens transformed into humanoid dinosaur-like aliens that were all around 12-feet tall in height. Their skin was hard, brown, and a sort of beige color, with each having stub, dinosaur like feet. Wearing black and green shirts and black and gray shorts, each had a pair of black fingerless gloves. Their Omnitrix dials were located on their chest.

 **"HUMUNGOUSAUR!"** They all yell as they take a stance. Forcing as much of their weight onto the ground as they went on all fours, Ruby prepares her final attack.

Using her Semblance of speed to dash through the food court, Ruby causes everything to follow her through the tailwind caused by her overwhelming speed. She then spins like a torpedo, creating a whirlwind of food that comes back at Team Humungousaur.

"Gaaah, uuuurgh… Woah!" Humungousaur Prime yelps as he and the others are in fact caught by Ruby's slipstream as she zooms pass them.

As she stops to skid across the floor, the enormous amount of speed she exerted ends up phasing back into the ground, cracking the floor behind her as she stops, as well as creating a large crater in the wall. The Humungousaurs yell as they are swept up, flashing back into their Ben forms as they all slam into the walls. As the food starts to flash towards them, they all close their eyes as it begins to splatter against them. The finishing wave of soda ended up painting a conundrum of colors as Team Tennyson slides off the wall, leaving only their outlines as they land on the floor with sticky thuds.

"Ow…" They all whimper.

"Ha… I love these guys."

Sun grins as he turns to Neptune, who was drenched in grape soda and had an unpleased look on his face. Behind them, Glynda slams the doors open, growling at the gigantic mess as she stomps her way in.

"Oh crud…" Nora gulps as she stands in front of the never ending pile.

Glyna sighs with an obvious tone of annoyance, before swinging her crop. Activating her Semblance of telekinesis, she begins to undo all the damage done to the cafeteria, repairing the tables, placing all the soda back in the cans and fixing the machines, repairing the plates and other things, etc.

As she cleans the painting of food off the table and repairs the pillars and walls, the Bens groan a little as they stand up. Looking at each other, they seemingly give off an unsure look, before snickering. It eventually turns into laughter as they group back up with Teams RWBY and JNPR, who join in on the celebration. Glynda however was unamused, especially when she noticed that Ben bore an…annoying resemblance to someone.

"Children, please…" She adjusts her glasses as she sighs again. "Do not _play_ with your food."

Nora burps aloud as both Teams JNPR and RWBY try and fail to compose themselves, and from above, Yang then crashes from the ceiling into one of the tables, surprising everyone for a bit as she is seen sitting on the floor and chuckling while rubbing her head. Glynda grumbles. Ozpin approaches and places a hand on her shoulder.

"They're supposed to be the defenders of the world…" She sighs again.

"Let it go. They will be eventually, but right now they're still children." He says as the Bens flash back into their Ditto forms, merging together into Ditto Prime who then reverts back to Ben. Teams RWBY and JNPR were seen laughing together as they watched.

"So, why not them play the part for now? After all, they won't have that role forever." He says as he starts to walk off. Glynda rolls her eyes, and joins up with him as the teams continue on their banter.

"HA! That was super fun!" Nora jumps happily in the air. Yang and Weiss raise their hands to give her high fives.

"It's good to go out once in a while, I have to admit." Ren nods with a smile. Jaune chuckles sheepishly though.

"I have a feeling Ben only made eight copies to even the playing field though." He assumes. Pyrrha and Blake giggle at his suggestion, but Ruby smiles.

"Now this is what I call an event worthy of doing before the semester starts!" She yells. Ben grins, but then gives the group a haughty smile while cracking his knuckles.

"Speaking of events… Mind telling me who placed _Dust_ in that shampoo?" He says.

 _'O-Oh, right… Huh, now that you mention it, he sorta looks like…'_ Ruby glances at her sister, who seemed to be having the same thoughts. Jaune and Pyrrha didn't display any suspicious behavior, but…

" _Lalalala_ … Eh." Nora tried to walk away while whistling, but Ren catches her by her collar, bringing her in front of Ben.

"I believe I have your culprit." He says as Nora gives him a nervous smile while avoiding his gaze.

"Oho-ho-ho… Who would've expected someone like you to do such a thing, Nora?" Ben grins devilishly. "I think I have a fitting punishment for you…"

"P-Punishment?" Ruby and Pyrrha gulp. Blake narrows her eyes a bit as she starts to smell something.

"Oh yes… You see, while I'm good at cooking and baking, I had a relative that…let's just say created the most obscure dishes. I'll have Nora here eat a buffet of that stuff, and see what she thinks about it!"

 _"W-What?! No! No, God please, anything but torture by eating disgusting food! Food is the one thing that I live for!" She begs as she shakes her head back and forth. Yang however holds her arms together in a full nelson._

"This ought to be good. Ren, help him out!" She suggests.

"Surely. It'll be good for Nora to take a breather and control her portion sizes as well." He adds. Nora begins to sweat immensely as the three drag her out of the food court.

"Uh, what's he doing?" Neptune points at them. As they passed by them, Ben greets Sun before going out. Nora could be seen squirming around as everyone watches them leave.

"Ha, I love these guys. Did I mention that before?" He says. Blake rolls her eyes as she smiles.

"Heh-heh… Yeah, you big goof."

Nora was heard screaming outside though as everyone peeks out.

 _ **"NO _O_ OOOOOOOOOOOOOOOOOOOOOOOO!"**_

* * *

 **…**

"I swear, that's what happened!" Roman groans as he explains the situation to Cinder.

In a secured facility, Roman was seen surrounded by Cinder's faction, with troops of the White Fang seen loading up more carts full of Dust. The half maiden narrows her eyes as she cups her chin.

"So…that shape-shifting creature is associated with Beacon Academy…" She mutters.

"You mean that same freak-a-zoid that nearly charred us to death?" Mercury places his hands on his hips in a disapproving matter. "I don't know about you Cinder, but I don't wanna be cooked by those flames again."

"Ha, you're just afraid." Emerald smiles.

"Hey, it felt like he was going to melt my legs! They're _metal_ prosthetics, for your information! It's a heck of a lot harder to do damage to than human flesh. If anything, I'd say you and your over exposed skin was more susceptible to them than I was!" He retorts. Emerald growls as she goes for her holsters.

"You wanna go?!"

"Fine by me, you green rat!" He growls as he pumps his legs.

"Enough!" Cinder yells at them. The two flinch, but then growl at each other before turning their gazes back to the yellow eyed criminal.

"And you. Is that job I gave to you going to be finished soon, or not?" She folds her arms as she looks back at Roman, who chuckles with a joking tone.

"Well…" Pointing to several directions around him, he gestures with exaggerated movements.

"Uh…? Eh…? Eh…? EHHHHHH?! _Sorry_ if I haven't been able to do that other little side job if I've been stealing _every_ speck of Dust in the Kingdom!" He yells.

"You're an _inspiration_ to every punk with a gun and a ski mask. Mercury jokes. Emerald laughs at the remark while Roman glares at the gray haired teen.

"Look around, kid. I've got this town running scared! Police camping out at every corner, Dust prices through the roof, _and_ we're sitting pretty on an old warehouse with more Dust crystals, vials, and _rounds_ than we know what to do with! Speaking of which, _if_ you guys wouldn't mind filling me _in_ on your grand master plan, it _might_ actually make my next string of robberies go a little _smoother!_ " He clenches a fist as he yells at the trio again.

Cinder however merely smiles as she approaches him though. "Oh Roman, have a little faith."

Placing a hand on his face, the orange haired criminal frowns. "You'll know what you need to know when you need to know it."

"Was that a damn tongue-twister? Bah, never mind! What now?" He folds his arms.

"We're moving. Have the White Fang clear out this building. I'll send you the coordinates tonight for the plans of phase two." She smiles as the trio start to walk off.

"Don't tell me you're still entranced by those flames, Cinder." Emerald raises an eyebrow in worry. Cinder merely smiles.

"Whatever device that thing used to transform, in time we'll get to know the true form of it, since we know it's currently in Vale. And when we do, those flames will be _mine_ …" Her right eye glows as specks of flames burst out.

"What about those other forms?" Emerald asks. Cinder glares at her, but she then goes back to a smile as the thought of Heatblast's flames surrogate her mind.

"…She's gone coo-coo, hasn't she?" Mercury frowns. Emerald shrugs as they exit the hideout.

* * *

 **…**

Later on that night as most of the girls of Team RWBY were sleeping, as Ben was about to move back towards Team JNPR's room, Blake tugs on his sleeve. Turning around to face her, he notices that same look she had before the incident at the docks.

"…Still thinking about that meeting with Ozpin at first?" He asks. Blake nods as her faces lowers into a sad frown.

"…Wanna talk about it?"

"Yeah…that'd be nice." She responds with a small smile. Exiting the room, the two sit down in the hallway once they close the door to Team RWBY's room.

During the night that the group came back from the Docks, Ozpin called for the two to explain the situation. While the interrogation seemed to have gone expected, when the Headmaster started to discuss about Blake herself regarding her past, it caused her to get a bit tensed up. While Ozpin already knew about Ben and where he came from, Blake obviously was a mystery to him and most the cast. And although he wasn't trying to pressure her into revealing her information, the way he asked made her a bit nervous to say the least.

"So, what's got you so worked up? Is it about him asking about Roman Torchwick and the White Fang?" Ben starts. Blake folds her knees up as she nods slightly.

"It's just that, I don't understand why everyone is being so calm. He and the White Fang are planning something, and no one gives a care in the world about it!" She whispers loudly. Ben smirks at her as he folds his head behind his head.

"Well, I'm pretty sure everyone has some thoughts about it deep in their heads, but the fact that our people are students means that we can't do much without being questioned for our activities. What happened earlier was only because of Tukson and Sun's information."

Blake turns to him, her frown lightening slightly. "Yeah, sure… But no one knows the White Fang like he and I do! They're planning something big and they aren't going to wait for us to graduate!"

"…Then how about a little stealth operation then?" Ben grins, confusing her as an idea comes into mind.

"Huh? What do you mean?" As Ben stands up, he gives her a wink as he goes for Team JNPR's room.

"Don't worry. I'll tell Ruby and the others about it soon. We'll talk later, alright?" He says.

Blake blinks, but nods in return. "Al…right then. Good night."

"Yeah, see you in the morning, _Sis_. Wait, I didn't mean to—" He says as he opens the door. Immediately as he opens it again, he gets dragged in by Jaune.

"BEN HELP! NORA'S GOING CRAZY FROM ALL THAT NASTY FOOD YOU FED HER!"

"It's called "Sunflower Dust Stew" for your information!"

"I don't care, just get her some real food so we can finally go to sleep!" Pyrrha actually yells, surprising all the guys. Blake leans in to hear the rumbling, smiling a bit before she goes back into her room.

"I guess something _is_ going to happen… I'm looking forward to this, my little brother."

* * *

 **…**

"So, you decided to actually come, have you now? Interesting." Ozpin pours Ironwood a cup of coffee. Glynda rolls her eyes as she exits the room.

Currently in Ozpin's office in the levels of the Beacon Tower, the two sit down as they sip on their coffee. "Ozpin, come on. Why not go with the pleasantries first? It's been ages since we actually met person to person, not accounting those recent meetings." He says.

Ironwood was well dressed and clean, much like Ozpin. He wore a white overcoat, with a gray undercoat, black sweater, a red necktie, and a white glove on his right hand. His suit pants shared the same color as his overcoat and were tucked into silver boots accented in gray. His hair was black, with some silver and gray areas, while his eyebrows were solid black. He had a strip of silver metal above his right eyebrow.

"But to think you came so soon after I told you about that incident, truly, you do seem to be interested in Mr. Tennyson's device. And besides, Headmasters don't typically travel with their students, for the Vytal Festival. Usually it takes a bit longer to arrive in such a place like Vale." Oz continues.

"Well, you know how much I love Vale this time of year. Besides, with you hosting, I thought that this might be a good opportunity for us to catch up, even without the discussion about that thing."

"I can certainly appreciate the quality time between friends, however, a small fleet outside my window has me concerned." Ozpin glances behind himself.

"Well, concerned is what brought them here in the first place, you know. Traveling through the Kingdoms has gotten to be difficult nowadays, yes?"

"We are in a time of peace. Shows of power like this are just going to give off the wrong impression." Ozpin reminds him.

"But if what Qrow's footage is true, and the fact that those people may be looking for Amber and possibly Tennyson, we need to be cautious." Ironwood leans forward.

"It's the Vytal Festival, James. A time to celebrate unity and peace. So I suggest that you not scare people by transporting hundreds of soldiers halfway across the continent. I know you're being cautious, but we should be training Huntsmen and Huntresses to fulfill these roles instead."

Ironwood sighs as he stands up, leaving his mug on Ozpin's desk. As he turns around to leave though, he glances back at the Headmaster of Beacon. "But let me ask you this then."

 _"Do you honestly think your children can win a war?"_ His line echoes through the room as he leaves. Ozpin sighs as he finishes his cup, turning to see the view outside the room through the large windows.

"Do we honestly have to use outside sources though? Ben Tennyson and the shape-shifting wrist watch… What can it do, really? Even I'm curious to some extent."

* * *

 **…**

"Ruby, I honestly think we should studying. Just look at Team JNPR." Ben sweat drops as he and a trio of another Ben's takes notes for the entirety of Team RWBY-B.

"I'm practically going livid from seeing _four_ ambidextrous geniuses taking notes with the _exact_ same hand strokes, at the _exact_ same time! Give me a break and let me play this game!" She hisses at the four.

"Geez, learn to take a chill pill…" Ben 2 whispers.

"She becoming so cold that it _burns_ …" Ben 3 snickers. Yang and everyone else giggles as her cheeks turn a bit red.

The groups were now in the library. It is generally meant to be a quiet place for students to read and study, though students often use the area as a gathering place, playing board games and socializing instead. The library also has access to several holographic computer terminals, which can be freely used by the students.

"Speaking of which…! Yang Xiao Long, prepare thy butt for kicking!" Ruby yells as she points at her blonde sister.

Yang slams her elbow on the desk as she grins. "Alright, bring it on then~!"

The girls of Team RWBY-B were currently playing _Remnant: The Game_ , a board game in which the objective was conquering the very world of Remnant through a fantasy styled table top playing. The objective of the game is to conquer Remnant by successfully acquiring control of all four kingdoms on the board map. Starting with one region, a player navigates, attacks, and defends against other players who control one or more other regions on the board, using various strategic card-based actions. Each player controls and defends a wall, which protects their respective regions, and a conglomerate army for invading other players' walls. Players also receive specific enhancements based on the area(s) of Remnant they control or their "Class".

"I deploy the Atlesian Air Fleet! Looks like I get to fly right over your Ursai and attack your walls directly!"

Ruby makes somenoises like airplanes flying and bombing as she makes a bird with her hands _._ Yang feigns a look of shock as she slams the card down.

"And since Atlas is part of Mantle, my repair time is only one turn. Take that! Now what're gonna do, huh?!"

"Ohohohohoho~! That was pretty sneaky, sis, but you just activated my trap card!" Yang flips a card that depicts a giant Nevermore on it. "Behold, the _Giant Nevermore_!"

"Giant Nevermore?! Oh God…" Ren actually flinches for a bit as he turns a page over Nora's sleeping head. The Bens chuckle a bit as they continue on.

"Crap cookies!" Ruby backs up with her face shown to be visibly disturbed.

"If I roll a seven or higher, all your troops will end up going to the scrapheap with fatal feathers!"

"But… _If_ you roll a six or lower, that giant birdy will turn on your own forces!" The sisters glare at each other while Pyrrha giggles at their silly show.

"And this is why you barely passed the first semester, you two…" All the Bens sighed as they finish a page of notes simultaneously. Ren shrugs as Nora drools onto the page.

"Ren, I need… PANCAKES!" She sleep talks, before going back to her snoring.

"She's really going at those food dreams ever since Ben and Ren fed her those things, huh?" Jaune chuckles nervously as he gulps. "I can't imagine how they tasted."

"Oh, you'd be surprise with how I can make your taste buds feel. The effects can sometimes have…surprising side effects." Ben 3 gives him a sly smile as Pyrrha's face brightens up in thought.

Moving to Ben 4's ears, she whispers a question as she narrows her eyes. Ben 4 nods every so often, but he gives the redhead a half-half expression.

"Well, we haven't experimented any side effects like those, but I suppose with the right materials, anything could happen. Perhaps if we incorporated some specific materials related to warmth and the like…"

"Then you could do that?!" She shakes his shoulders. All the others Ben sweat drop as he nods with a nervous expression.

"I-It's a possibility, yes, but we have to experiment first!" He replies.

"Is she trying to do that?" Ben 1 asks with a cocked eyebrow.

"Yep." Ben 2 nods with a grin.

"Naturally, you three…" Ben 3 smiles.

"Isn't it obvious? Sheesh…" Ben 4 rolls his eyes.

"Do what?" Blake asks. The Bens turn to her, smiling at the same.

"Oh nothing. It's our little secret…!" They all put a finger to their lips, making her gulp as a marble of sweat drops down her face.

"And it's kinda weird with their synching up, ya know…" Jaune notes again as he continues to read a study guide.

"It's just the wonders of technology, you see!" They all turn their heads to the blonde, making him back up into Pyrrha, who practically swoons, unbeknownst to most of the cast but Ben, Ren, and Blake.

"For Remnant's sake, stop that! PLEASE!" He begs.

"I think it's pretty cool, actually!" Sun suddenly appears in front of the groups, with Neptune following shortly behind. "'Sup guys?"

"Hey Sun!" Ruby waves towards the monkey Faunus.

"Yo. And hey…Bens? Your hair and eye color are different from just then?" Sun turns to the four as they groan.

"Thanks to an orange haired hammer girl." They all point to Nora.

"Ha! So, Ruby, Yang, Blake, Ben, and the rest of the gang here, Ice Queen…"

"Why does everyone keep calling me that?!" She barks.

"I never got a chance to formally introduce you to my old friend!" The blonde gestures to Neptune, who now notices the board game the girls were playing.

"Uh… Aren't libraries for reading and studying?" He points at the table top.

Ren and the Bens throw their arms up in agreement. "Thank you!"

"PANCAKES!" Nora snorts as she wakes up. The Bens each take out a piece of what appeared to be cooked squid dipped in various sauces, making the hammer girl faint once she viewed the horrific foods.

"Dude, don't be a nerd!" Sun nudges Neptune's arm.

"Geh, geh, geh, geh! " _Intellectual_ ", okay? Thank you. I'm Neptune, nice to meet you all." The blue haired boy corrects him as he waves to everyone. Weiss smiles as she turns to him.

"So, where are you two from?"

"From Haven Academy, miss…?"

"Weiss. Nice to meet you as well." She nods.

"Pleasure to meet you too." He bows. Everyone cocks an eyebrow at Neptune's attempt to get some points with the Ice Queen.

"This ain't going to go well for him, ain't it?" Ben 2 turns to Ren. The Master merely shrugs as everything continues to go on.

"I don't see it going far, but at least he's trying?"

* * *

 **…**

The next day… Oh my.

"WHO TOOK MY EMBER CELICA?!" Yang screams as she rumbles through her clothes. "Blake, Ruby, Weiss! Are your weapons missing too?!"

"Yes! My Myrtenaster is gone! I placed it in its case and locked it in securely too! Who would dare do such a thing?! Ruby, was this your doing?" Weiss barks at Ruby as she fumbles through her luggage, though the scythe girl was also doing the same.

"No! My darling Crescent Rose was kidnapped as well! The horror!" She falls to the ground as tears fall down her eyes.

Blake could only deadpan as she brushes her teeth. "Guys, why are you all so worried for?"

"Worried?! Girl, our weapons represent us as people!" Yang grabs her shoulders, making her almost choke as she shakes her body.

"Yeah! Didn't you put all that effort into making and maintaining Gambol Shroud?!" Ruby and Weiss zip up to her, making her sweat a little as she backs up.

"I-I get, alright? Yes, I did make Gambol Shroud, but it doesn't mean I'm not able to use another weapon though."

"But you're most comfortable using it though, aren't you?!" Ruby persists.

As the girls continue to pressure Blake, Team JNPR breaks into their room, though primarily everyone but Ren had exasperated looks on their faces, and were also messily dressed as well.

"GUYS! DID SOMEONE TAKE YOUR WEAPONS TOO?!" Nora yells at Yang, who nods furiously.

"I swear, whoever took them is going to get a beat down of a lifetime!" The blonde screams as her eyes turn red.

"Oh my God. That sword and shield were family heirlooms… If my family finds out they were stolen, oh gosh I can't begin to imagine the horror on my face!" Jaune mutters to himself as he holds his cheeks in fear.

"I made my weapons from the finest materials…!" Pyrrha merely says as she drops to her knees.

Ren glances at Blake, who merely shrugs as they give each other deadpan looks, before gazing back to their heartbroken teammates. Ren sighs, and then takes his scroll out.

"Well, there's only one other person besides Ruby who's a fanatic over weapons. I mean, didn't we hear him already mutter some sort of demonic ritual about doing something with our tools anyways?"

"He did mention that, now that I remember." Blake nods as she folds her arms. Everyone frowns as they look up.

"Oh come on! It's obviously Ben who took our weapons. He wasn't in either of our rooms, so he's probably out and doing something to them." Blake rolls her eyes as she gives out the answer.

"But those are our personal weapons! Only we should be able to upgrade or modify them to our liking!" Weiss complains.

"I mean, he probably could develop some new functions for our… I mean, yeah! That's wrong!" Ruby corrects herself, with Yang and Weiss glancing at her with suspicious looks.

"Well, let's find that kid then! I get crazy when I don't know where Magnhild is!" Nora rubs her head in frustration as she zooms back to Team JNPR's room.

Jaune and Pyrrha rush back as well, with Ren sighing as he lazily walks back. The girls of Team RWBY continue their morning preparations, but Blake's shoulders droop down at the silliness of her teammates' reactions.

"Ben, what have you done now…?"

* * *

 **…**

"Hey, Marty?"

"Yeah? What's up, Mike?"

"Do you ever wonder, you know…just wanted to point this out, why don't we carry weapons? Or armor, or just _something_ that would make us harder to be killed?" He asks.

Two Beowolves were walking on their hind legs through a sunny trail in the Emerald Forest. Mike had a fluffier tail than most Beowolves, while Marty had a slimmer mask-like skull, and was a bit thinner and taller than Mike.

"Ya know, that is a good question. We got hands, and how hard could it be to learn how to use a sword or a gun? I mean sure, we got claws and fangs, but they have so little range!"

"Right?! And just because we're some sort of beast like monsters of darkness means we can't have any sort of protection from harm? The only thing we got on us are these masks, like what the heck you know?" Mike nods as he gestures to various body parts.

"I mean, didn't Larry die from the awful pun blonde because he couldn't go through her gauntlets or something?" Marty tries to remember as he rubs his chin.

"That's exactly it! We should go complain to our boss! We deserve insurance and a right to our well-being in our job!" They both nod as they go off.

Ben, watching from atop a massive tree, frowns as he looks down at the Omnitrix. He glances at the two Beowolves and his device repeatedly until they go off into the distance.

"Okay Omnitrix, those Beowolves were freaking _talking_! Why couldn't I scan those things, or even an Ursa or Nevermore or that other scorpion Grimm as well?" He taps a few buttons on the device.

Sighing, Ben groans as he jumps back down to the grassy floor. Wiping his hands off, he cracks his knuckles as he turns to a large cart containing the weapons of both Team JNPR and RWBY.

"Hmm… Maybe I should've told them that I was going to test out some upgrade experiments with their weapons… I think Yang in particular was really attached with her possession of the Ember Celica…" He contemplates, before shrugging the thought off as he activates the Omnitrix.

Slamming the core, he was replaced in a flash with a small humanoid like alien. His body is actually a form of living amplified sonic waves contained in a suit made of silicon. One of his most noticeable features was a square appendage resembling an MP3 player behind his back with a port on it - decorated with a 10 symbol and what looked like cassette tapes on his lower legs. He had circle-shaped indents on the back of his hands which are green. The inside of his mouth was green with lines that gave it the appearance of an amplifier. To finish it off, the Omnitrix dial was placed on his chest.

"Huh, I always go for either Ditto or **Echo Echo** , like it's a mandatory thing to switch in between them." He speaks with a speaker like voice as he splits off into 9 clones, although it looked like he was splitting off like a projection rather than actually splitting in half.

Turning to his clones, each of the other eight Echo Echoes grabbed one of the weapons from Team RWBY and JNPR, placing them around in a circle like fashion on top of placed stones in their compacted forms.

"Alright, initiate Operation **Upgrade**!" Echo 1 raises an arm. All the other Echoes grin as they tap their Omnitrix dials.

Flashes of green replaced them all with technological humanoid aliens. They all had a black exterior with green stripes that resembled circuitry all over them. The green circle on other heads were an eye, which glowed whenever they spoke. Each of them wore white, gray, and green clothing on their front torso and their Omnitrix dials were on their chests.

Nodding, Echo 1 turns his own Omnitrix dial and them slaps it, replacing him with a new alien after a flash of green.

Replacing himself with a green, blob-like alien made of a sludge like substance, Ben's body contorted into a large figure with a long neck, limbs that sunk onto the floor, and had several whisker like appendages around his back. He had small, glowing green eyes, with the Omnitrix dial located on his chest.

"Ah... So this is what a Lenopan looks like…" Ben says as he looks at his hands. "According to the Data Display, they can contort their forms into practically any figure, huh? Well, let's try for a more humanoid appearance then…"

Closing his eyes, an image of his human shape formed in his mind. His large body began to confine to his imagination, until his form currently resembled a humanoid. His body was now as big as his human form, he had legs and arms, and a more human face with pupil-less green eyes. On his head, small hair like appendages made of sludge were formed to resemble his hairstyle. The Omnitrix dial reformed onto his chest.

"I think it's time to give this form a proper name… Hmm, if it were Nora or Yang's decision, I'd say… **Sludgestrike!** " His eyes widened as he clapped his hands together.

"Lame…!" Upgrade 1 booed with a thumbs down.

"I think it's quite nice." Upgrade 3 replies as he holds his hands together.

"Let's just get this done with, alright?" Upgrade 8 sighs as he kicks a pebble.

"Yeah, yeah. Alright everyone, merge into their weapons!" Sludgestrike orders with a grin.

All the Galvanic Mechamorphs nod as they break down into a gelatinous form, slithering across the grassy floor as they started to integrate themselves into the weapons of their comrades.

Encasing their exteriors with the black and green blob like bodies of the Upgrades, the aliens enclosed themselves into the weapons, granting them a black and green color scheme, as well as slight new changes to the weapons appearances.

Sludgestriker nods as he closes his eyes again. Contorting his body once more, it spun around for a second as he began to take the form of Ruby. Initially blinking in surprise to how accurate and how realistic he looked, he actually took a moment to examine his own creation.

"Such a perv!" Upgrade 1 bounced from within the Ember Celica.

"Oh my." Upgrade 6 chuckles from within StormFlower.

Pseudo-Ruby blushes a bit as he points down at the weapons, shouting with Ruby's voice. "Ah shut it! I was only checking out how I looked!"

"Which sounds pretty perverted to me." Upgrade 7 snickers from the upgraded Crescent Rose.

Groaning, Pseudo-Ruby picks up his weapon. While the regular sniper scythe was consisted of a large red and black structuring, the upgrade granted it a sleeker and more lightweight form in which most of the weight was directed towards the now black folding blade that had a streak of glowing green on the edge. The sniper rifle was now transformed into a semi-automatic pulse rifle that had an optic sight. And compared to the Crescent Rose, the handle now had two proper grips for maximum swinging effort.

Its compacted form looked similar to its regular counterpart, though it had streaks of glowing green lines near the top and bottom, with a handlebar which was used to unleash the weapon.

Ben had studied Ruby and the rest of his teammates well enough to get a pretty good idea of how they attacked and/or fought in general. Swiping it around his waist as if Ruby herself was going to wield Crescent Rose, the green and black weapon unfolded itself as he spun once. Quickly reshaping it its full form, the short arc he completed was enough to split the tree in front of him with minimal effort.

"It's lighter than its original counterpart." Pseudo-Ruby takes a look at the weapon. "Let's see how the gun function works."

Crouching down and aiming up, as he pulls the trigger up into the sky as he looks the plug, the sheer recoil of the shot ended up creating a slight crater underneath him, as well as…

"Ow…" He winces he rubs his shoulder. "I guess Ruby really has it going for her, huh?"

"You tell me." Upgrade 7 pops his head out from the weapon. "The **Lunar Hellenboar** blasted all the way through the damn clouds all the way up there."

Looking up, Pseudo-Ruby squints his eyes to see a massive hole going through several clouds lined up in a row in the sky. He whistles with awe in his voice as he stands up, stabbing the weapon into ground as he morphs his body into Weiss's.

Picking up the upgraded Myrtenaster, he takes on the Ice Queen's stance as he breathes in.

"…Let's go." He mumbles with her voice as he lunges towards a large tree.

* * *

 **…**

"…Nora, are you sure you know where you're taking us?" Ren walks behind the crawling orange haired girl as he and the rest of his team and Team RWBY follow through.

"Of course I'm sure! I recognize the damn scent of those cookies he always makes!" Nora practically growls at him like a beast.

"Alright… Just wanted to make sure." He raises his hands in his defense.

"And you guys told _me_ I was crazy about my possessions?" Yang folds her arms as she glances at her teammates. Weiss rolls her eyes, but Ruby chuckles a bit as Blake reads another book she got recently.

Traveling into the Emerald Forest was of course dangerous, especially since none of them had their weapons. Well, it didn't mean they couldn't fight per say, but it was most likely better to have weapons regardless. The eight were dressed in their normal attires since the students had a day off for preparatory reasons.

"The Emerald Forest though? Why this place of all things?" Weiss glances around with uncertainty.

"Probably to prevent any collateral damage."

"And kill some Grimm?!" Ruby runs around Blake with an enthusiastic smile.

"Yeah… He did mention about upgrading our weapons, or something related to that." She blinks.

"Well, he could've told us at least." Weiss sighs a bit.

"I'm a bit interested now though, since I'm out from my emotionally shocked state!" Pyrrha however smiles. "I'm curious to see what he does with our things!"

"I LIKE MY WEAPON AS IT IS THOUGH!" Nora roars as she drags everyone on.

* * *

 **…**

"Woooooooah!" Sludgestrike as Pseudo-Yang screams the blasts from the upgrade Ember Celica fling him into a bush.

Sighing, he slowly gets up, untangling all the twigs and leaves in his hair. "Why does Yang have such long hair?"

Folding his hair into a ponytail, he takes off the upgraded green and black weapons, which were now taking the appearance of full arm guards with plated fists. The shotgun functions were now circulating around the covered wrists and fists, with on where the original ones were, one between his thumb and index finger, and one behind his pinky finger. Exhaust endings were located on his shoulder pauldrons and elbows, allowing for quick and deadly rush attacks.

"The **Inferno Peregra** … Truly a piece of explosive action." He chuckles as he takes them off. Pressing buttons located underneath his wrists, the weapons contracted down to their compacted forms.

Taking on the form of green and black cuffs, Pseudo-Yang takes the weapons off. Sighing as he stretches, he begins to contort his shape into Nora's. Right when he was going to pick up the upgraded Magnhild however, the real Nora crashes through a giant tree.

"I FOUND HIM!" She growls. Pseudo-Nora squeaks as he jumps back.

"N-Nora?" He says with her voice, making the crazed girl twitch an eye as her neck contorts towards him.

Through the giant hole, the rest of the group peek their heads out. Ruby looks back and forth between the two Noras with a confused look building on her face.

"Hey, why're there two Noras for?" She tilts her head. Jaune rubs his eyes.

"Is that supposed to be an alien that copies someone or something…?"

"That's…actually pretty cool!" Weiss responds. Yang and Blake turn to her with raised eyebrows as the group enters the circle of weapons.

"Oh! H-Hey guys! I was just…uh…you know." Pseudo-Nora morphs back into his humanoid sludge form, making a majority of the girls and guys look at him with strange looks.

"Huh, a mud monster. Cool!" Yang smiles, before locking his head in a lock. "Now then… Where's my weapon…?"

Sludgestrike starts to sweat immensely, pointing at the circle of weapons. Everyone looks to see their green and black upgraded equipment. As Blake picks up her upgraded Gambol Shroud, code named the **Roister Calico** , her eyes widened a little upon seeing all the upgrade.

"So, you _did_ upgrade our weapons." She smirks.

"Well, it's not a permanent thing though…" Sludgestrike replies.

"Whaaaaaaa…?! Why not!" Ruby hugs the Lunar Hellenboar tightly. Upgrade 7 blushes a bit, something that the rest of the Galvanic Mechamorphs noticed as their weapon forms were held by their wielders.

"…Well, that's because…" The sludge alien coughs a bit as he taps his Omnitrix dial, reverting back to Echo Echo. The rest of the Upgrades emerged from their weapons, making everyone flinch as their gelatinous bodies slithered onto the ground, before reforming.

"Who the what?" Nora points at Upgrade 3, and back at her weapon. "You mean you were _inside_ our weapons?!"

"Well, that's what Upgrade does." Echo Echo says as the Upgrades transform back into their Sonorosian forms, and combine back into one.

"He literally upgrades the weapons himself. Interesting." Pyrrha says as she picks her spear and shield up. Echo Echo nods as he presses his Omnitrix dial, reverting back into Ben.

"Well, why'd you take our weapons while we were sleeping then?" Ren says as he slips StormFlower into his sleeves.

"Well… I knew Yang would probably say no to letting me touch her weapons, so…I just did so, I guess. I woke up early anyways." Ben shrugs as he smiles nervously.

"Ohhhhhh…! Well, alright then! Just tell me when you want to look at our things then! You know how crazy it is to know when your weapons are stolen?!" Nora smiles creepily as she pets his head.

Blake gives the orange haired girl a glare, but Ben quickly chuckles as he takes her hand off. As everything began to calm down, it was then that Ruby suddenly got an idea.

"Heeeeeey… Ben, you interested in another prank?!" she zips to his side with an anxious look in her eyes.

"Prank? As long as it doesn't make me the victim…" He narrows his eyes as he hugs himself.

"Don't worry! It's brilliant…!" She grins as she wraps an arm around him. "Now, here's the plan…"

Blake and Ren glance at each other, sighing a bit before smiling. As Yang and Weiss begin to barrage their male teammate with questions, Nora tries to see what kind of image the upgraded Magnhild would be, as well as…other things.

"Well, it's never a boring day with Ben around!" Pyrrha giggles.

* * *

 **…**

"Ahahah…AHAAHAHHAH! That was so funny!" Ruby squeals as she lays on her bed.

Later on after the events of before passed, as the team returns to their room a couple hours later, the girls debated about the events of their adventures today.

"I don't think making Professor Port having a heart attack would be funny…" Blake sweat drops.

"A heart attack from surprising him with hundreds of clones of us?! I bet no one could come up with that!" Yang grins as she strips to her pajamas. Weiss blinks as she lays down though.

"Well, it might've been a bit overboard. He could've actually died."

"…Well, I mean… He didn't "die" die. Neptune just happened to be there to start his heart back up with his electric weapon!" Ruby sweat drops as she smiles sheepishly.

"But that was purely by coincidence!" Blake reminds her.

"GO TO SLEEP!" Ben crashes through their door, growling. "I don't want Professor Goodwitch to get pissed off at me again!"

Slamming the door with a loud thud, all the girls gulped nervously, before looking at each other. Nodding, they all proceeded to go to sleep, in fear of making him even more annoyed.

* * *

 **…**

During this time, Ozpin and Glynda returned yet again to the underground chamber, this time with Ironwood.

"It's nice to finally meet with you face to face, Amber." Ironwood nods at the maiden. Amber nods as she yawns.

"Professor Ozpin… Can I finally get out of this thing?" She groans. Ozpin sips on a coffee cup.

"Almost, Amber. The healing process should be finished before the Vytal Festival tournaments start. How're you feeling?"

"Perfectly fine, like last time."

"Then we have nothing to worry about. All we need now is to get our information from Qrow…" Ironwood and Glynda groan as they fold their arms.

"I assume he's going to finish up soon. They most likely have some connect to the incidents that have recently come up, such as the scene at the docks." Ozpin replies.

Ironwood raises an eyebrow. "You mean that event that prevented a shipment of Dust from being stolen by the White Fang? Who were those children that intervened?"

"Team RWBY and Ben Tennyson, as well as another Faunus." Glynda pushes her glasses up. "We talked about that last time, Ironwood."

"I know, I know! But didn't you all just mention that they did something stupid again? Something about that child making clones of himself during a silly food fight?" He counters.

"Sir, are you still going to try to convince him to give you that device?" Amber asks with uncertainty.

"Yes, but per the request of Ozpin, I'm not going to do any…aggressive things. So, if he doesn't mind, I would like to try some more controversial methods. I'll need to call in some agents into order to do. Full consent right, Oz?"

"Yes, I did say that. All I have to say is…good luck. I think he's much experienced with the likes of people trying to forcefully or suggestively trying to take that device." Ozpin says as he starts to turn around.

"Well, whatever happens, I feel like it's going to be a giant mess to clean up… Freaking food paint." Glynda grunts as she follows him into the elevator.

Ironwood and Amber glance at each other. "She's been kinda grouchy, hasn't she? And more than usual."

"Probably by all the things that have been happening." The maiden rolls her eyes. Ironwood chuckles, and begins to turn around.

"Well, it was nice seeing you again. I hope you'll be able to be in the Festival soon, Amber."

"Yeah, same here…"

Waving each other off, Ironwood proceeds to exit the chamber, leaving Amber once again in her lonesome. The maiden sighs as she cradles her body together. Closing her eyes, she wonders how the future will go out as…

"The Vytal Festival… I hope nothing happens."

Inside the elevator, Ironwood takes out his scroll, holding it out to his ear as a receiving voice from the other end.

 _"It's me. Bring Winter over to Beacon Academy right away. I need her to do something for me."_

* * *

Yay people! How do you like this kind of thing?!

 **Weapon Designs**

Sooo, I was thinking about the designs for the upgraded weapons of Team RWBY and JNPR. As shown, I showed the upgraded forms of Crescent Rose, Ember Celica, and a new name for the Gambol Shroud. Crescent Rose takes some inspiration from Shinoa's Cursed Gear, and partly from Yoko Littner's sniper rifle.

The Inferno Peregra is based off Geno's arms from One Punch Man, Doomfist's gauntlet from Overwatch, and partly from the design of 's mech, particularly its shoulder boosters which I took in design to integrate into its elbow and shoulder boosters. The shotgun functions were based on the GN Vulcans from the Gundam Exia.

What other kinds of weapon designs should I make for the rest of the items from Team RWBY and JNPR? Ren's are double automatic pistols with scythe blades, Nora's a grenade hammer, Weiss's a revolver rapier while Blake's a katana scythe pistol. It's kind of interesting to see how we'll be able to change stuff like that!

How should I incorporate the introduction of other characters? Since I put in some…humorous translations for some characters, do you think the Omnitrix could possibly translate other languages? Just a little thought that I could see as a funny thing for the characters to react to. I like putting elements from RWBY Chibi and other series into this, so it's always a wonder to see what I can do!

I was also thinking about designing a full body armor for Ben as well. Some elements from previous selections like Gunvolt and the like are probably going to be prime candidates for integrating into the new set, but I was thinking of incorporating some other resources into this thing as well! Some functions could include things such as:

Flight, Aura gauging, possibly hazard detection, radar, sonar, xyz coordinates and GPS. Weapons could also include some sort of projectile launchers, melee weapons, and other stuff as well! Oh, I'm already getting excited for something like this!

The design I think was made to be sleek, but also visibly armored as well. The colors would obviously be green and black, but perhaps these elements could change due to the properties of Dust and the like? You guys have suggested incorporating Dust into other products, and speaking of which…

I wonder how Dust would look like when incorporating them into the aliens. Maybe a hotter Heatblasts with fire crystals coming out from him? Enhanced cryokinesis and gravikinesis for the likes of Arcticguana, Big Chill or Gravattack? Enhanced attacks can be used for a variety of aliens, maybe some for the Faunus forms as well? We can only see how these things will play out as I continue on this story with everyone. The possibilities are quite long in range, so let me know how you guys can incorporate things into the series!

Also, since we're near the ended, I wanted to talk about this Ben himself. Since he's more emotion prone to things compared to Null Fairy Ben, I think it would be interesting to write a thing regarding his thoughts on the world and his past, as well as his own universe. Should there be a crossover like the Omniverse episodes?! Let me know what else you guys think about this particular subject. Kinda looking for comforting head pats and cuddles...

I think I've been playing too much Teaching Feeling... Oh my, I shouldn't have said that.

Well, that's all I wanted to say, and it's a lot! Let me know what you guys think in the review section! I'll see you all in the next part!

As always, please review and rate this chapter. I love the suggestions you guys give me, and it's always nice to hear from you all! I love how this is going out, and it's good to see all of these things coming together!

Well, I'll see you guys later! Zwei-chan!


	9. Moving Forward

I HEAR THE VOICES! I hear them telling me to stop making such long ass chapters, but I can't help it! My chapters can't be this cool!?

Ahem…

Welcome back to another chapter, everyone! How's it been hanging? I've been getting more and more reading and the lack, but…there's this damn fucking song that's been IN. MY. HEAD.

It started with…

 **There's a place I know that's tucked away…**

 **A place where you and I can stay! Where we can go on adventures every day!**

Oh God the memes…

Anyhow, let's talk story development!

 **Shippings!**

 **Ben and Ruby?** Check. **Sun and Blake or Yang and Blake?** Scale is currently balanced, I'll let you guys decide on that. **Pyrrha and Jaune?** Check. **Nora and Ren?** Check as well. Mercury and Cinder sock puppet? Lol.

 **Whampire, Ghostfreak, and other lost DNA samples**

So, what I had in mind was either creating another alternate Ben for this Ben to grant the Vladat and Ectonurite samples for him, or some kind of cross-time travel somehow. Or perhaps I should do an Omniverse thing where Paradox tries to bring a bunch of Bens together and have them face off against other Bens, or some kind of different, yet similar scenario. Crossover one-shots could be funny to make, like the one that RWBY had with the game, Crusaders Quest. What do you guys think?

 **One-shot ideas**

A Halloween idea could be good to do. It'll create an opportunity to further develop the shippings, and it'll be funny to introduce the cast to see what Ben's fears are, like one user in the reviews said. The series tend to skip between events, and those usually have weeks or days that differentiate them through time. Even that RWBY game had a time between the canon events of the series.

 **Translations**

Suuuuuure, that little skid I put with the Beowolves was a joke, but it does bring up a good point. Zwei displayed higher levels of intelligence for the average canine, and was even able to use tools like a can opener to feed himself. What's to say he isn't somewhat sentient, even more so that the likes of Zed. I mean, the Vulpimancers are kinda like that if you put it to perspective, right?

And…that's about it for now. So, without further ado, I'll let you guys read this newest chapter! I implore you to read the other stories on the Ben 10 RWBY pages, they're inspiring to me, and they should be pleasant for the rest of you guys to read too!

And as always, I thank the creators for their fantastic ideas. I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support their official releases. Thanks for all of the continued support. Thanks for over 200 Favorites and Follows, over 250 Reviews, and nearly 22,000 views! A little fluff in this chapter, so heads up!

* * *

 **Chapter 9:** _Moving Forward_

 **…**

 **"Now then, this plan's going to be…an experience."**

Today was the day. The day, in which a little investigation would be going on. But first…let's take a look at what happened before in the day, before going on to this scrumptious event. No waffles were harmed during this day.

"All these pancakes make a waffle, all these pancakes make a waffle, all these pancakes make a waf…"

"Nora, snap out of it!" Jaune shakes the depraved orange haired girl with a worried face. She groans a bit as her head moves back and forth.

"How did she get like this again?" Ben grumbles as he sighs.

It was the beginning of the next day. Inside one of the kitchens available for the many teams in the student dorms, Nora lies on the top of a counter, eyes spinning around as she mumbles something about waffles and pancakes. Around her were crumbs and _crumbs_ of pancakes and other high filling delectables. The funny thing was was that she didn't even do this herself.

"Uh… I might've…challenged her into eating all of that." Ruby chuckles nervously. Ren and Ben turn to her with confused looks, enticing her to explain.

"Well…" She rubs her head.

 _"ItauntedNoraintoeatingallthepancakesandwafflesthatBenmadeasaformofrevengebutitactuallywentagainstherandnowitslikethis!"_ She blurts out. Somehow though, Ben understood that.

"So _that's_ where my damn pancakes and waffles went! Ruby, those were for everyone else!" He scolds the scythe girl.

"I'm sorry! I didn't think she would eat all of them!"

"Ruby, Nora will eat anything that looks delectable, especially if its pancakes and waffles." Ren reminds her.

"So, what do we do with her now?" Jaune asks.

The four turn to the dazed girl, wondering indeed what do to. They couldn't force the food out of her, that'd just be sick. Could they do something about the problem that would not involve harassing her system? The four thought about this deeply, and after a moment, a bulb lights up in Ben's head.

"I got an idea!" His face brightens up as he activates the Omnitrix.

"Ben, what're you trying to—"

Jaune's question was interrupted by the flashing of the core slapping down into the Omnitrix, blinding everyone for a second. As they looked back, they all stared at the new form that Ben took on.

He was now replaced with a creature resembling a humanoid reptilian with green skin, a long tail and tentacles on his head. He had 3 green eyes with stripes running from them, and had 4-fingered hands with ostrich-like legs and feet. Wearing a green uniform with grey and black shoulder pads and shin guards, the Omnitrix dial was located on his torso.

"…An ostrich lizard alien?" Ren tilts his head in wonder.

"Well, kinda?" Ben shrugs. "Call me **Neurolizard** in this form!"

"So, what're you gonna do for Nora?" Ruby asks.

"Good queeeestion!" He grins as he turns to the laying girl. His three eyes start to glow as an aura of green surrounds her body, eventually wrapping her in it.

"Huh? Hey, what's going on?!" Nora suddenly gasps as she steps down to the kitchen floor, though not by her own will.

"Uhhhhh… Telekinesis?" Jaune guesses. "Like Professor Goodwitch?"

"Bingo!" Neurolizard raises a finger, which also raises Nora.

"Hey, let me go!" She yells.

"We need to get all of those carbs out of you! Onwards to the track field!" He yells as he wraps everyone else in his green grasp.

Flying out of the kitchen, Neurolizard brings everyone else out as well with blinding speed. Jaune's motion sickness starts to act up again as he covers his mouth. Ruby laughs as she pretends to fly with bird like motions.

"Ah-hah-hah-hah! I'm a birdy!" She grins.

"Eh, more like a ghost?" Ren raises an eyebrow.

After another few seconds of telekinesis, the four travel back to the start of the track's circle. A full mile was available if one did an entire lap around the circle, which was perfect for measuring Nora's weight loss.

Letting everyone down, Neurolizard tapped his dial, flashing green once more. After everyone uncovers their eyes, Nora frowns upon seeing this… _electrifying_ form.

"What say you participate in a rigorous activate to simulate the process of deforming your current state, Miss Valkyrie? **Brainstorm** , at your service." He bows.

Brainstorm had a crab-like appearance, being orange in color. He had pincers for hands and six legs. He can open his skull plates at will to reveal his brain, which is pink in color. His mouth did not move while he spoke, and he had two green eyes. Wearing a black and green uniform, the Omnitrix dial was located on a neck brace that supported his giant head.

"…I get the feeling this isn't going to be pleasant for Nora." Ruby croaks.

"On the contrary, it will be an exhilarating experience, Miss Rose!" Brainstorm replies as he walks up to Nora.

"So, what are you planning for this 'rigorous' training?" Ren gestures towards the brain crab. Brainstorm smiles, creeping Nora out a bit.

"An excellent inquiry, Mr. Ren! Miss Valkyrie, if you would be so bold as to stand at the start of the track line?"

"…S-Sure." Nora gulps. Did she not like seafood at the moment?

Nodding, Brainstorm proceeds to clip his pinchers together as his skull plates open up, revealing his oversized pink brain. Ruby pales a bit while Ren blinks in surprise. Nora was about to scream, but it was then that green electricity began to spark out from his cranium, shocking the hammer girl.

"U-Uhh, Ben?! What are you doing?!" Ruby covers her mouth.

"Oh, I see now…" Ren nods in understanding. "Clever."

"What do you mean?" Ruby turns to him.

"By amplifying the factors that correlate to Miss Valkyrie's Semblance, in which I shall humorously call _'Power-Up'_ , I am overloading her desires to stay in a lazed state." Brainstorm explains.

"Who the what?" Jaune frowns.

"Basically saying, he's giving Nora a sugar rushing by activating her Semblance." Ren smiles.

"Precisely, my good fellow!" Brainstorm nods once again as he closes his skull plates. Everyone turns to Nora, who was standing still as sparks of green electricity were seen circulating around her body.

"Miss Valkyrie, I assume that you are as I would say, 'supercharged'? If so, I propose a test by circulating around the track fie—Oh my." Brainstorm could've finished that sentence, but not fast enough to for and everyone else to see Nora zip off like a pink thunderbolt.

"So fast!" Ruby squeaks. "I wonder if she's going faster than when I'm using my Semblance?"

"Well, judging from all how jittery she is, and at a constant rate of all the sweat she's making, it's hard to say since she's already…" Ren points at her.

"…Proceeding to expel the energy at such an alarming rate that her bodily resources are already shutting off? Yes indeed." Brainstorm nods once again as he approaches the three.

"So, she's basically tired herself out? Nice." Jaune snaps his fingers.

The moment that she did drain all of her energy, she began to zip towards Ren, the latter gasping a bit as he catches the sweaty girl in his arms. A slight tinge of red appeared on his ears, but not enough for anyone to notice. Before he could say anything to her though, Nora was fast asleep, snoring loudly and with her normal body size returned.

"Pan…cakes…" She utters.

"…Heh."

Smiling, Ren carries her piggy-back style as he walks back to the rest of the crew. "So, shall we go?"

"…Yeah, the rest of the girls should be finished dressing by then." Ben rolls his eyes. "I'll get Nora to wake up after we get back, right before class starts."

"How are you going to do that? She's dead asleep." Jaune shrugs.

"Consider the Omnitrix to be like an extraterrestrial Swiss Army Knife. Don't worry, she'll be up and at'em in no time flat." He winks at the two as he activates said device, replacing himself with XLR8.

"Wait, please don't drag me there-AHAHAHAHAHA!" Jaune cries out as he and the Kineceleran disappear with a trail of black, green, blue, and yellow.

"Huh, I kinda wonder how it feels like to go fa…never mind." Ren was about to comment on how it was going to feel going super-fast, but he and Nora were already back in their room.

"Oh God, I'm gonna hurl…" Jaune shudders, before swallowing nervously.

"Eh, you'll get used to it." XLR8 rolls around with a smile on his face.

"So, how are you going to wake her up? And…clean her." Ren asks as he lays Nora on her bed.

"Well, I said that the Omnitrix was something like a Swiss Army Knife, but it's just a simple matter of re-energizing her, which in turn will restore her bodily conditions. Observe!" Slapping the Omnitrix dial, another flash of green blinded everyone.

"Hey, sorry we took so long to ch—oh god, what is that _smell_?!" Yang, Pyrrha, Blake, and Pyrrha covered their noses as they wince.

As the flash dissipated, Ben was replaced with an alien resembling a humanoid plant with an overall green and black colored body, mostly with a flame-patterned head and root-like feet, seemingly holding rocks. His green eyes were oval shaped with points at each end with pupils copying the shape but were smaller. Also, his shoulders and head had red petals, and his elbows and legs had green frills sticking out from them. He was a bit taller than an average human, with the Omnitrix dial being located on his chest.

 **"Swampfire!"** He yells with his musky voice.

"Ben? Is that you?" Blake was the first to walk in. "And what's…up with Nora?"

"Oh, we're just…preparing to wake her up." Swampfire grins as he stands next to her.

Laying his palms above her body, from the middle of them two holes opened up, spraying out a pale green gas that started to spread over her. Everyone watched in curiosity as all the sweat on her body started to evaporate. Nodding, he begins to siphon the gas back into his palms, pressing the Omnitrix dial afterwards.

Flashing back, it was revealed that he, as well as everyone else, was dressed in their uniforms. Flicking the Omnitrix mechanism, he transformed into Brainstorm again, placing his pincers on her arms.

"Now then, thou shall awaken!" Brainstorm grins as his pincers started to produce green electricity, siphoning it into Nora.

"Hey, what're you doing to her?!" Weiss barks.

"I'M AWAAAAAAAAAAAAAAAKE! Ha-ha-ha, when's breakfast?!" Nora suddenly jumps up, kicking Brainstorm in the face.

"Ooof!" Wincing a bit, Jaune struggled to push him back up as Nora stands tall and straight as if nothing ever happened.

"Uhhh, what just happened?" Yang asks.

"Ben recharged her via electricity, activating her Semblance that allows her to siphon the energy." Pyrrha explains in a rhetorical fashion. Yang and Weiss sweat drop at her casual response.

"Sooo, are you alright, Nora?" Ruby asks.

"TO CLASS!" Ignoring her question, the hammer girl grabs ahold of all her teammates, zooming out of the room and leaving Team RWBY-B alone in their dorm.

"Huh… Intriguing." Brainstorm grumbles as he reverts to Ben.

Dusting himself off, he looks at the girls with a sheepish smile, before gesturing towards the door. Weiss groans, but nonetheless tries to make sense of the situation as she and Yang walk out of the room. Before Blake and Ruby could leave though, Ben taps on their shoulders.

"Say, can I have a word for a second?" He asks.

The two glance at each other, but they nod.

"What's up, Ben?" Ruby asks.

"Blake, you up for starting _that_ tonight?" He turns to the cat girl. Her eyes widened, and her cat ears twitched in excitement as she nods.

"Of course. Ruby, we're going to be planning something big tonight. Tell the rest of the girls after class, alright?" Blake orders politely.

"Uh, what're we doing?"

Smiling, Ben raises a finger. "We're going to see what Torchwick and the White Fang are up to. You and the rest of the team have already been getting curious about what they've been doing these past few days, right?"

"Yeah…! Wait a minute…" Ruby raises her hand and does other random gestures, while looking manic.

 _"Okay, all in favor of becoming the youngest Huntresses to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale?! Say aye…"_

Blake and Ben look at each other, before bursting into snickers. Ruby flinches from their reaction, pouting a bit. "Hey, I was being serious!"

"Heh-heh… Ah, we just thought you _weren't_ going to be serious about this." Blake smiles at her.

"Are you kidding? I've been wanting to catch Torchwick ever since that incident with Ben! It's just that…you know, we're students, so I'm worried that we might not have the authority to—"

"Which is why this…is going to be a secret operation." Ben places a finger on her lips. Her eyes dart down to it as her cheeks redden slightly. "We start after class. I have everything planned out for all of us to do."

"Everything?" Blake asks once again.

"Everything. I've gotten tidbits of information of just about everyone here, what kinds of connections they have, what they can or can't do, it's…something I picked up along the way while I was in the Null Void." He chuckles sheepishly.

"…I guess I'll take your word for it."

"So, should we prepare anything on our side?" Ruby asks as she starts to calm down.

"Probably some alternate outfits for our nightly excursion. It'll work better to have clothing more suited for stealth and combat." Ben advises. "Maybe something tougher, but also a bit dark in color for you, Ruby."

Nodding, the three start to walk out from the doorway. Blake hums a bit, something that Ruby and Ben giggle at as they take notice.

* * *

 **…**

Hours later after the team had finished their classes, as Team RWBY-B returned to their dorm room, Ben slams the door shut. Yang and Weiss look over towards him in question as Ruby and Blake smile.

"Ben, what was that for?" The Ice Queen frowns.

"I…have a proposition for you two. Yang, Weiss, what would happen if I told you that Ruby, Blake, and I were going to initiate a little operation? Ruby, if you'd go and explain your little thing once again."

Gesturing to her, Ruby pouts a bit because she wondered if he was joking about her recent expression, but nevertheless does what he requested as he turns to the other two girls, clearing her throat.

 _"Okay, all in favor of becoming the youngest Huntresses to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale... say aye."_

Yang and Weiss glance at each other in surprise, before looking towards Blake, who just had the most adorable face of desperation at the moment. The blonde smiles immediately as she pumps her fists.

"Yes! I _love_ it when you make that face, Blake!" She grins.

Weiss smirks. "Well, I suppose it could be fun."

"None of you guys said 'aye'…" Ruby whimpers. Ben pats her shoulder as he groups everyone up.

"Okay, I already have a plan set out for us to do." He starts. He then turns to Weiss and Ruby.

"Weiss. Can you and Ruby got to the CCT and check for any records on any Dust robberies concerning your family's company? I think that information will be helpful in helping to predict their next attack."

Weiss blinks. "Huh, I didn't think you'd pay much attention to such matters, I'm impressed. Sure then, since I'm in family, it shouldn't be a problem." She smiles in agreement.

"And Blake?" He then turns to his older sister figure. She nods in response.

"The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning. I know where they're having the next one at, so I'll go there and look for any information." She reveals.

"Cool! Ben, what do you have for me?" Yang turns to the boy.

"You, Yang… I recall reading up on a recent article about a…'violent bee' attacking a night club, which apparently belonged to a person who seems to know much about the city…according to what I've learned." He smiles smugly.

"O-Oh! I didn't do that much damage." The blonde chuckles nervously as she averts her eyes from everyone else.

"She completely wrecked the place by the way." Ruby whispers to his ear. They both snicker as Yang's face turns a bit red.

"H-Hey! So what, you want me to go and ask my old friend in the shady part of Vale for information or something then?" She stutters as she tries to bring the topic back.

"Yeah, you'll be in charged for doing that." He gives her a thumbs up.

"Great! We'll meet up tonight near Yang to go over what we found." Ruby pumps her fist enthusiastically. "Let's do this!"

" _Yeah!"_ A familiar voice suddenly calls from out of their room. Everyone shifts right to a smiling Sun Wukong as he hangs upside-down by his tail in their open window. The whole team is taken aback.

"Sun!" Blake yelps with an alarmed tone. Yang frowns. "How'd you get up here?"

"Ah, it's easy. I do it all the time."

"You do _what?!_ " Weiss growls. Sun raises an eyebrow in confusion though.

"I climb trees all the time. What else do you mean? Ben does it all the time too." He reveals. All the girls turn to the boy, who raises his hands in his defense.

"Hey, I only do that when I go to get a midnight snack! Wait, oh shoot!" He yelps as he covers his mouth.

Blake gives him a deadpan look, before glaring. "…So that's what I hear sometimes in the middle of the night. We need to talk about this afterwards."

"Ah, donuts…" Ben sighs.

"Anyways, are we finally getting back at that Torchwick guy?" Sun brings the talk back as he flips into the room, ignoring Weiss' scowl at him.

" _We_ are going to investigate the situation... as a _team_." Blake responds as she steps forward.

"Sorry, Sun. We don't want to get friends involved if we don't have to." Ruby adds with an apologetic tone. Sun however chuckles.

"Psh! That's dumb! We should always get friends involved! That's why I brought Neptune!" He gestures outside the room window.

The team leans out the window on top of one another cartoon-style to see the aforementioned teammate of Sun's standing outside, cool as can be. Neptune gives them a nod as he smiles and raises a hand.

"'Sup?"

"…How did you even get up here?" Ruby cocks her head.

"I have my ways." He looks down, gulping nervously though. "But, _seriously_ though, can I come in? We're like, _really_ high up right now."

Ben activates the Omnitrix and transforms into Diamondhead. Projecting a slide of crystals for him to sit on, Neptune sighs in relief as he slopes down through the window, landing on his feet on the middle of the room's rug. After regenerating the diamonds and reverting back, everyone gathers together.

"Alright, first of all… This is going to be a secret between only the people in this room, alright? That means, we keep our attention as low as possible, which also means, we dress stealthily." Ben insists.

"…I think we all have the perfect outfits for that." The girls all look at each other, smiling and agreeing to his decision.

"Alright, I'll go with Weiss; Sun, you can go with Blake. And Neptune, you can go with Yang since she doesn't have a partner." Ruby divides the members. "So Ben, who're going with?"

"Well… We already have even pairs of two, so what do you think?" He gives her a suggestive look. Ruby raises an eyebrow, before her eyes widen in response.

Smiling, he slams the Omnitrix core, replacing himself with Ditto after a brief flash of green. Sun and Neptune were a bit surprised by how small he was, but even more once he divided into three.

"Oh, so _that's_ the form he used during that food fight!" Sun smiles as he points at him. "Cloning guy!"

"And also the cutest guy!" Yang tries to grab the Ditto next to her, but he dodges in time to press the Omnitrix dial on his forehead. The rest of the Dittos follow suit, bringing out two flashes of green and replacing themselves with Faunus Bens.

"…Cat Ben, Bunny Ben, and…Puppy Ben! OH, how cute!" Ruby and the rest of the girls squeal. The Bens sigh as they each group up with their correlating members.

' _I think we're starting to regret asking Velvet to introduce us to some of her Faunus friends… Well, the more the merrier for the Omnitrix, I guess.'_ Ben Prime glances at his other selves, before clearing his throat.

"Okay, people! Mission start! Let's get up to it!" Ben Prime (Puppy Ben) yells out. Everyone nods as they exit the room, with the mission starting with a brief curious flash of green.

"…Can I touch your ears?"

"No, bad Ruby!"

* * *

 **…**

Around ten minutes later, the scene changes to that of Group 1, which consisted of Ben Prime, Ruby, and Weiss. The three were currently walking down a crossroad which was near a giant monumental tower that loomed over the sparse trees growing streets below.

Ruby jumps about as she looks at the large tower. As per the request of her teammate, she, along with Weiss, changed into alternate outfits, with hers being codenamed "Slayer." This outfit consisted of a long-sleeve, light gray shirt with black belted cuffs near the ends of the sleeves. Over top of the gray shirt was a black pinafore with two vertical lines of red stitching that resembled the lacing on a corset. She wore a red skirt with a large black print of her emblem on the side and a matching black tulle underneath. Her stockings and shoes remained the same as her original outfit, though the boots were lacking the red trim that decorated the top. A few pieces of metal arranged in an abstract shape are attached to the shoulder of her left sleeve, and her cloak's hood had been wrapped around her neck in a scarf-like fashion, while the rest hangs down like normal.

Weiss' outfit was specified as "SnowPea". This outfit consisted of a white, double-breasted jacket with black piping, cuffs and buttons over a white, pleated full skirt with black lace trim. She also had a pair of white, thigh high boots with black heels and lace-topped black stockings. The outfit really highlighted her hair and eyes, as well as her style of fighting.

The Bens however decided to modify the clothing that the Omnitrix generated. The black and green uniform that they all shared looked too suspicious to be seen in the outside areas, so they decided to modify the mechanism to give them swamp green leather jackets with black stripes, along with black jeans and boot sneakers. They all had Mundvridi strapped onto them as well, with the Omnitrix dial located on their right shoulders.

"Woooow! I forget how big the Transmit tower looks up close!" Ruby looks up.

Weiss smirks. "You should see the one in Atlas!"

 _'I wonder how much information I could get out of that thing.'_

"…We should probably keep you away from vast gatherings of technology." The Ice Queen sweat drops. Ruby snickers a bit as Ben sweats a little.

"Crap, I said that out loud again, didn't I…?"

"Yep!"

Sighing, everyone looks at the CCT as they begin to go near it. Ruby however raises an eyebrow again. "The first one was in Atlas, right?"

"Correct." Weiss confirms. "Atlas developed the Cross Continental Transmit System to allow the four kingdoms to communicate with one another. It was their gift to the world after the Great War."

 _"Oooh, look at me! My name's Weiss! I know facts! I'm rich!"_ Ruby snorts as she giggles.

Weiss frowns, but gives her a smug face. "Don't be a pest! Besides, the only reason _we're_ here is because _you_ like the tower so much! We could have just as easily made a call from the library!"

"Really? Huh, I actually forgot about that place." Ben blinks.

"I know, but it's so _coool!_ Ooh, I'm going to take a picture!" Ruby squeals again.

She grabs her Scroll from a pocket on her clothes, but in her excitement, the device is launched from her hands, bouncing along the pavement until it lands near a familiar person's feet, revealed to be Penny. The ginger girl blinks as she picks it up, extending her arm towards Ruby.

"Oh, you dropped this!" She calls out.

"…Penny?" Both Ben and Ruby displayed shocked faces, though Ben wasn't nearly as surprised as his teammate. Penny responds with a similar face.

"Uuuuh…"

"Where have you been? We haven't seen you since that night at the docks!" Ruby shouts with worry.

"S-Sorry. I think you're confused." She suddenly hiccups, throwing the Scroll into Ruby's hands. "Uh... I've got to go!"

Turning quickly to walk away, Weiss turns to the two with a face of confusion. "What was that all about?"

"…I don't know, but I'm going to find out." Ruby starts walking in Penny's direction as she shouts back to her partner. "You go make your call! I'll meet up with you later!"

"Ruby, wait!" Weiss tries to reach forward in her direction. Ben sighs, tapping his Omnitrix dial. A moment later, he splits in half, generating another Ben.

"I'll…go after Ruby. Sorry about this, Weiss." Ben Prime runs after the girl. Ben 2 shrugs at the Ice Queen as she sighs.

"Well…I guess I was a bit curious as well. Very well, let's go then." She turns to go into the CCT. Puppy Ben 2 gulps a bit as he begins to follow her.

"I do wonder what happened to her though after that incident." He says.

"Yeah, but at least she could be a little discreet about moving on with the plan of all things…!" Weiss growls.

* * *

 **…**

Entering through the front entrance, Weiss and Ben 2 were shown walking through the grand lobby of the CCT. Ben noticed that Weiss was looking and walking quite proudly, not even going towards the central terminal for directions.

"You know this place like the back of your hand, I guess." He raises an eyebrow as he guesses.

"Naturally! The one in Atlas is even more advanced than the one here in Vale!" She responds with a proud tone as they approach an elevator located in the back.

The doors automatically opens for the two as they walk up a few steps of stairs. After entering the small space, the doors automatically close as a single beep utters itself.

"Huh, what's that fo—"

 _"Hello, and welcome to the CCT. How may I help you?"_ An AI voice interrupts his thought.

"Oh, never mind. An AI, huh?" Ben looks up.

"I'd like to go to the communications room, please." Weiss answers the AI. Another beep was heard in response.

 _"Absolutely. Could you please place your Scroll on the terminal to verify your identity?"_ Weiss retrieves her Scroll and waves it in front of the terminal as directed, and another beep was heard. _"Perfect! Thank you, Miss Schnee."_

Ben notices her shuddering a bit upon hearing the title it called her. "You alright, Weiss?"

Upon the elevator's ascent, Weiss' expressions shifts from pleasant to serious. Upon entering the room, four symbols are seen on a computer: twin axes and wreaths, three flying swords pointing down, a spear and shield inside a fragmented circle, and a precise winged shape. Weiss walks up to the front desk where a holographic secretary appears in the seat, with Ben following shortly as he begins to look around.

"I'm perfectly fine, no need to worry." She nods with a confident smile. They then turn to the AI.

" _Welcome to the Beacon Cross Continental Transmit center. How may I help you?"_ It greets the duo with a smile. Weiss clears her throat as she replies.

"I need to make a call to Schnee Company World Headquarters in Atlas."

 _"Certainly."_ The AI nods. " _If you could gesture over to Terminal 3, I'll patch you over."_

"Thank you." She smiles and nods.

Walking over to her assigned cubicle-like computer, passing a few Beacon students in uniform; one of which was talking to her mother and asking how things were going back in Signal Academy. She sits at her own display, taking a deep, unhappy breath to prepare for the call ahead. The face of a short-haired brunette appears on the monitor with the Schnee snowflake rotating behind her. She does not realize who she is talking to until she looks up.

"Weiss? You're sighing and showing anxious expressions on your face again." Ben reminds her with slight worry. She smiles at him though.

"It's alright. I'm just…preparing myself for this call." They turn to the woman shown in the screen as her eyes widen.

"Well, I'll be around the corner. Don't wanna attract any attention…wait, does your company keep any records for…"equipment"?" He suddenly asks as he takes a step away.

"Erm… Yes?" She glances away. The woman on the other side blinks in confusion.

"Oh, Miss Schnee! Is there someone else there with you? A friend?" She smiles in delight. "Would you like me to patch you two to your father? I think your sister Winter is here as well."

"Winter? I _Schnee_ now, she must be _ice_ cold." Ben snickers as he comes over next to Weiss.

"H-Hey! Don't talk trash about my elder sister! She's even more ruthless than me sometimes…" She sighs. Ben however gulps.

"Oh… Huh, alrighty then…oh. Hello." Glancing at the screen, he waves at the operator at the other side, who gleams at him.

"Miss Schnee, have you taken a sisterly side to a local youngster? I would've never guessed it!" She smiles. "What's your name, young man?"

"Actually, I'm Weiss' te—"

" _Dear_ acquaintance, yes. And no thank you!" Weiss however covers his mouth as she pushes him away, smiling angrily as she does so. "I was actually wondering if you could find some files for me. I've compiled a short list."

The operator smiles. "Oh, you're just being embarrassed! But, gladly then! Please insert your Scroll so I can specify your requirements."

Weiss produces her Scroll, placing it into a slot on the keyboard, creating a series of noises as the Operator looks at the data from her side of the screen. The two could tell that the operator was starting to get a little curious to as why she needed this information in particular as she looks back at them.

"I…see." She says nervously. "If you don't mind… May I ask what this is for?"

"School project."

"For her history class!" Ben adds on, though the operator still seemed to be a bit worried.

"Um… I have to remind you that there are some sensitive documents on this list, ma'am. Files responding to Dust losses and weapon inquiries? Are you sure you're positive?" She asks once more.

Weiss merely gives her a fake smile in response, something that Ben chuckled sarcastically to as he rolls his eyes. "Well, then, I'll be sure to treat them with care."

"Right… Very well then, Miss Schnee." The operator types some keys from her side, and noises could be heard as Weiss' scroll beeps a few times. "There, the data has been transferred into your Scroll."

"Wonderful! That will be all, then." She continues to smile.

"Well… Are you sure you wouldn't like me to patch you to your father? I'm sure he would be delighted to hear that you made a friend!" The operator immediately goes back to her cherry smile.

"A-Ah, it's alright." Weiss loses her fake smile for a moment, before regaining it a second later. "I'm perrrrfectly fine as it is."

"Oh… Well, have a nice day then. It was nice seeing you again!" She smiles as the call is dropped.

Weiss sighs, slouching as her fake smile disperses. Ben leans on the monitor as he raises an eyebrow. "Are…you okay with your family?"

"…It's, complicated, let's just say that. The Dust robberies played a part in that slight awkwardness as well. "Here, show me your Scroll." She says as she takes over own off from the reader.

"Oh, cool!" Ben gives her a wide smile as he flicks his Scroll out. The two devices established a connection as they held them across from one another.

"I didn't know what you wanted specifically, but I'm sure that these three blueprints will give you some ideas for whatever shenanigans you come up in the future. Just make sure not to tell _anyone_! Some of these things are still in their prototype phases." She raises a finger in caution.

"I got it, I got it." Ben smiles as he receives the files. His eyes widen immensely as he views the downloaded documents. "…Oh my."

"Indeed, isn't it?" Weiss grins. "I think this one in particular might be of some interest."

Pointing onto an icon on Ben's Scroll, as he presses it, a display window opens up to reveal a wireframe model of what seemed to be some sort of exo-suit armor, no doubt it being top of the line Atlesian origin. Ben was pretty much drooling as his jaw dropped open.

"…Amazing. A **S** elf- **S** ustainable- **E** nergy- **C** onduit- **T** argeting- **R** obust-Suit." He uttered with awe.

"Better known as the prototype _SECTR Suit_ ; an experimental combat exo-suit meant to allow high levels of mobility in both ground and aerial environments. Further enhancements also include news discussing underwater adaptability and weapon usages." Weiss explains with a proud voice.

"Wow…"

"It's a personal favorite of mine that I happened to view upon inspections of the Schnee Dust Company's interactions with the Atlas military." She gestures to herself as if she were the Messiah.

"I don't know how to thank you…" Ben grabs her hands, smiling at her face.

"Heh-heh… Even I know how to be mischievous once in a while." She gives him the brightest grin she ever did. Ben rubs his hands in an unsettling way as he views the remaining entries.

"Oh… The things I can do with these…" He mumbles.

* * *

 **…**

With Ruby, Ben Prime quickly follows her as the scythe girl tries to interact with the hesitant Penny. She didn't seem to want to talk, but the nervous expression on her face was an otherwise dead giveaway for the two.

As she slides down a rail, Ruby confronts her friend. "Penny! Where have you _been_? It's been so long since we last saw you!"

"There…seems to have been a misunderstanding, miss." She replies as she jumps down a flight of stairs. Ben and Ruby pursue onwards though.

"Penny, please stop!" Noticing her stressed tone, Penny stops, but not before looking around in wary manner. "Look, I don't know what's wrong, but you _have_ to listen to me! Those guys we fought at the docks, we think they're up to something big, something bad! I need you to tell me what happened to you that night! _Please_... As a friend."

"Yeah, come on, Penny. You can trust us." Ben adds on as he pats her shoulder.

Penny looks at the two, and finally sighs after a few seconds. Glancing to her sides swiftly, she walks over to them and leans close to their ears. "It isn't safe to talk here. Let's move elsewhere."

Dragging them by their wrist at inhuman speeds, the two yelp as Penny moves over to a different district. Stopping by a two-story building with patio furniture, she looks around nervously until Ruby gently pats her shoulder, grinning. She smiles in return as Ben smiles as well. The scene moves to the three strolling down the street as he glances about.

"Huh, it's always this district." He notes to himself.

"I wish I could help you, Ruby, but I don't know anything about those men." Penny starts in response to Ruby's previous question.

"Well, what happened to you that night? We were all together, and then you just disappeared! Were you kidnapped?" She then asked in concern.

"O-Oh, no! Nothing like that!" Penny shakes her head.

"Yeah, I think I saw her walk off from the docks, but I didn't know where specifically." Ben reveals. Ruby frowns as she turns to him. "Eh? Should I have not said that?"

"Why didn't you tell me before then?!" She flails her arms about in playful matter. "So, where _did_ you go then, Penny?"

"I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me _very_ much; he just worries a lot."

"Believe me, I know the feeling." Ruby grins, with Penny doing the same. "But why not let us know you were okay?"

I... was asked not to talk to you. Or Ben. Or Weiss. Or Blake. Or Yang. Anybody, really." She admits. Ben raises an eyebrow.

 _'Huh, kinda reminds me of that old fairy tale I read when I was younger. What was it called? Pin…something?'_ He blinks in wonder as he tries to remember.

"Was your dad upset?" Ruby asks in concern.

"Well, it wasn't my father that asked me to…"

Before she can continue, the trio hear the sound of megaphones announcing something, turning around the corner to look at the platform in the center of a plaza where the holographic image of Ironwood is seen before six silver androids, who are in turn standing in front of two large metal storage cases with the spear-and-shield emblem on their doors.

"Atlas tech? Are those robots?" Ben glances over in curiosity.

"Yep! Those are _AK-130_ Androids! Oh, are they announcing a new product?!" Ruby suddenly starts to go into Weapon Fanatic Mode. Penny however glances around nervously.

"Uhhh…" She tries to get their attention.

 _"The AK-130 has been a standard security model of_ _Remnant_ _for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree?"_ Ironwood's hologram starts. Claps could be heard from the crowd as he goes on.

 _"But... The kingdom of Atlas is a kingdom of innovation, and 'fine'... Well, that's just not good enough, is it? Presenting... The Atlesian Knight-200!"_

The doors to the cases roll up, and six new, bulkier, shinier automatons stand at attention before knocking their obsolete predecessors down to the applause of the watchers. Ben frowns upon viewing their deeper and more humanoid like appearance, glancing back at Penny for a second as Ironwood continues on.

 _"Smarter, sleeker, and admittedly, a little less scary. These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require...a human touch."_

"Oooooooooh!" Ruby's eyes glitter.

"Uhhh, Ben… Ruby…" Penny gulps with worry.

 _"So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... The Atlesian Paladin!"_

Ironwood's image is replaced with the hologram of a robotic white behemoth, featuring hinged piston legs, large guns for hands, and a rectangular head, standing at least twice as tall as the Knights below it.

"Holy cow!" Ruby squeals.

"Ruby…!" Penny continues. Ben starts to notice her frantic movements, glancing back and forth between people and other objects that might've garnered the girl's concern.

"Ruby? Maybe we should go somewhere else." Ben narrows his eyes.

At the side of the stage, two armored soldiers see Penny, pointing her out and calling in backup. Ben and Penny back away and then break into a dead run, which snaps Ruby out of her weapon-awe-induced stupor.

"Run for it!" He yells.

"Wait! Where are we going?!" Ruby barks at the two. Ruby turns to look back at the soldiers chasing after her friend, and realizing Penny's situation, swiftly follows her in an attempt to catch up down the winding alley.

The soldier yells at his other members, before engaging in his chase with his partner. Running across the street, a honking car nearly runs one over. He manages to brace his hands against the hood, which somehow stops the vehicle, and his partner runs along after the three.

Penny was shown to be faster than Ben and Ruby. Turning around through a corner, they notice a flimsy support with a nigh high amount of crates stacked on it. Ben and Ruby nod at each other as they take their weapons out, slicing away at the support and causing a wooden avalanche of boxes to block the path.

Seeing Penny right in front of her, Ruby tries to grab her off, as the corner she was going to turn off was a dead end. She leaps into the air and runs across the wall, ricocheting with a burst of speed that was fast enough to grab Penny. Ben darts his head behind him to see none of the guards currently following them, however…

As she grabs Penny, Ruby activates her Semblance. "This way!"

She dashes away as fast as she can while carrying Penny, but the strain is too great, and they crash to the ground a short while later, with Ruby falling all the way into the street. She gets up slowly, and in her dazed state, she doesn't notice a large truck coming up from behind her until the honking is too late of a warning.

"Ah…" She gasps as time starts to slow.

"RUBY!" Penny reaches out for her friend as she tries to run out. She grimaces as the vehicle starts to close in on her, closing her eyes in sorrow.

Before she could fully close them though, Ben yells behind her as a flash of green engulfs him. "GO, PENNY!"

Her eyes shut open. At his words, she desperately tries to rush forward. Seeing as it was seemingly hopeless, the two girls stared at each other as tears start to come out from her eyes. As her jaw drops for her to yell, it was then that she felt something nudge itself into her back.

"… _Huh…?"_ Widening her eyes so much they resembled large plates, she felt her entire body start to become…lighter, different…

While still in slow motion, as she looks down at her body, she starts to see s black and green material phase over her entire self. A wave of green light covers over clothes, replacing her gray overalls and blouse with a black dress that had a glowing green circulating material that covered her thighs, and had lines of glowing green coming down from her shoulders and back. Her black and green color was now attached to her dress, and she now wore black gloves with a pulsing green circuitry texture on the palms.

The green lines on the side of her stockings glowed brightly as they folded up to cover her legs entirely, with plates of black armor with streaking lines of green forming on her thighs, knees, and shins. On her back, her small gray backpack grew a bit larger as it started to resemble a jetpack. Her curly orange hair turned into a dark green as it grew out, flowing freely as her ahoge twitched. Her green eyes glowed as a dark green visor fabricated itself from her pink bow, covering her upper face. And to finish it off, the Omnitrix dial appeared on her chest, with two lines of green moving off from it.

"What…is this?" Penny looks at herself in the split second. She however lost control of her body as the pack on her back opened up, with her blades emerging.

They too had the black and green color scheme, and they combined together to form a pair of metallic green and black wings. Propelling forward at a blinding speed, she appeared immediately between the truck and Ruby, extending her arms out as her palms glowed. Slow motion stops, and the two were surprised to see a green barrier encapsulating them. The speeding truck's motion came to a halt as it floats slightly in the air, and the driver, who was revealed to be the Shopkeep, looks at the black and green Penny with shock.

She puts it down, and just like the Huntress who got saved several more people started to look around in awe. Right when the truck landed, Penny regained control of her body once more, turning to the Shopkeep.

"…Are you okay?" She asks. The old man merely nods.

Ruby, whose eyes were wide, looks up. "…Penny?"

Penny backs away, looking at Ruby's frightened expression, then at the bystanders murmuring to each other in an attempt to understand what just happened. In her panic, she runs from the Atlas soldiers still chasing her down and bumps into Ruby, knocking the poor girl out of her stupor as her friend tries to get away again. Her wings retract back into her pack as she runs.

"Penny! Come back!" She starts to run after the girl as people try to make sense of the scene they just made.

"Uh… Uhmm…" Penny glances about in a nervous fashion, showing much more emotion compared to before as she gets out of the alleyway, looking for another exit.

"Penny! Please! What is going on?! Why are you running? How did you _do_ that?!" Ruby yells, exasperated. Panting for a second, Penny stumbles around in a nervous fit.

"I-I can't! Everything's fine!" She hiccups as she says that. "I-I don't want to talk about it!"

"Penny, if you can just tell me what's wrong, I can help you!" Ruby tries to calm her down, before her eyes start to gaze upon her new appearance in curiosity.

"No! No, no! You wouldn't understand... I don't even understand what's happening to me right now!" She yelps.

With her realization starting to become complete as her eyes dart to a familiar dial located on her chest, she gives her a fierce look. "Let me _try_! You can trust me!"

Penny, after tensing up, sighs as she droops down, looking at Ruby's face with a desperate expression. "R-Right now… I don't even know what I am right now… But, will you still trust in my words, friend? Do you promise to keep what I tell you a secret?"

"…Of course I promise." She smiles softly.

Penny gives her a small smile, but as she opens her mouth again, her eyes widened as she suddenly reverts back to her normal state. Both of their eyes widened as Upgrade emerges from her pack, landing next to Ruby as he taps his Omnitrix dial.

"…Ben? What the hell was th—"

"…Penny, it's alright to tell her. I already knew from the first time we met." He smiles at the girl, who gasps a little as she looks down at her palms.

Looking at him in shock, she sighs once again as she turns to Ruby. "Ruby…"

Penny shows Ruby the toll of stopping the truck that would have killed her when she was upgraded by Upgrade: Parts of her palm's skin have ripped away as a result of her hastily using the barrier projection, revealing the gray metal underneath. Penny stares sadly at Ruby's face, now completely astounded by her friend's secret.

 _"…I'm not a real girl."_ She reveals.

Ruby simply looks at her palms with a deadpan face. "…Oh. W-Wait, I don't understand…!"

"Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura." She answers. "I'm not…real."

Ben and Ruby however grab her hands.

"Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?" Ruby counters

"Huh?" Penny blinks in confusion. Ben chuckles as he activates the Omnitrix, slamming the core down after quickly selecting his alien.

The flash of green replaces him with an alien resembling a copper robot with black stripes and a transparent piece of green circular glass on his chest, revealing gears inside of him. Wearing a gray and black shirt, the Omnitrix dial was located on his chest over the transparent glass.

"Ben? What kind of alien is that?" Ruby turns to him.

"This alien is pretty much a robot. **Clockwork** is the name, madams." He turn to the girls. "See? Not much of a difference."

"Huh… You guys are taking this _extraordinarily_ well." Penny leans up close to them. "And that thing that happened to me at first… It felt…alleviating and nice…like I was someone natural."

"Well, of course, silly! You're not like those things from back there. You've got a heart and soul, just like us; I can feel it!" Ruby grins. Clockwork chuckles as he reverts back into Ben.

"Ooohh... oh Ruby, Ben!" She grabs Ruby and Ben into a hug and shakes them back and forth. "You're the best friends anyone could have!"

"I can see why your father would want to protect such a delicate flower!" Ruby groans through her hold. Penny giggles as she releases them both.

Oh, he's _very_ sweet! My father's the one that built me! I'm sure you would _love_ him!

"He built you all by himself?" Ben asks.

"Ah, almost. He had some help from Mr. Ironwood." Penny reveals. Ben and Ruby blink, before they glance at each other to make sure they heard her right.

"Ironwood…"

"The General? Is that why those guards were after you?" Ruby asks with realization hitting her.

"Yes, they like to protect me too!" She smiles in response. Ben chuckles half-heartily. "Yeah, like you can't protect yourself?"

"They're not sure if I'm ready yet... One day, it will be _my_ job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament." Penny looks up with hope in her eyes.

"Save the world? Penny, we're in a time of peace though!" Ruby raises an eyebrow. Ben however denies that in his head.

 _'No Ruby… There's some stuff going on. Like that time with that girl and those people who attacked her for her power…'_ He reminisces. Ruby and Penny notice his hard expression, but everyone turns to the sound of one of the guards yelling about.

"Check down there!" One yells. Penny's eyes widen, and she goes and picks Ben and Ruby by their shoulders.

"Woah! Penny, what're—" Ben yelps. Ruby squeaks as she lifts them above her head effortlessly, walking towards a nearby dumpster. The two struggle to get out of her grasp as she continues on.

"Penny, wait! What are you doing? You don't have to go with them! I can help you!" Ruby yells as Penny throws the two of them inside. She lifts up the lid so they can speak.

"It's okay, Ruby, Ben. They're not bad people; I just don't want to get _you_ in trouble. Just _promise_ me you won't tell anyone else my secret. Okay?" She asks with a grave look on her face. Ben and Ruby look at each other, before sighing.

"…We promise." The Omnitrix wielder says. Penny smiles at them, and he lets the lid down, but just enough for him and Ruby to peek out.

"There she is!" A guard yells. Penny gives the soldiers a fake smile as she waves at them.

"Sal-u-tations, officers!"

"Why were you running? And what happened to the other girl and that other kid?" He yells, albeit softly.

"What _girl and kid_? I've been by myself all day!" She hiccups loudly, something that Ben and Ruby snicker at as she smiles. The soldier sighs as more of them come by.

"You shouldn't cause such a scene…" He groans. "Are you okay?"

"Oh, just a scratch!" Penny continues to smile as she shows her scratched hands to them. The soldiers sigh again as they look back at her.

"Penny, your father isn't going to be happy when he hears about this, you know. Please, just come with us, alright?" He begs. Penny smiles as she skips joyfully.

"Aye, sir!" She grins as they begin to walk away. Once they started to get a fair distance away from the dumpster, Ruby and Ben look on with a bit of sadness, but smile a bit as they try to stand up.

"So, you knew this whole time?" Ruby tries to turn towards Ben, but as her eyes gaze at his, she feels a tug on her cloak. Looking behind her, her face pales out as a rat screeches behind her.

 _"Kyaaaa—"_

"R-Ruby!" Ben gasps as she falls towards him. Ruby squeaks out. "Watch ouuut!"

Catching her in his arms, Ruby ended up pushing him down onto the bottom of the dumpster. He ended up catching her without any harm coming to her body, but as they landed with a slight thud on the cold interior of the dumpster's insides, their faces went red as their eyes shot open. Looking at each other dead in the eye, their faces were revealed to be not one inch away, not one centimeter away, their lips…

 _"Mmf...mmphh… Fwuuh..?!"_ Ruby and Ben's voices were muffled as their lips were locked together. Immediately backing their faces from each other, they burst the lids of the dumpster open.

"A-A-Aaaaahhh!" She blushes immensely as she sits on his lap. Ben's face was also beet red as his touches his lips with his hand. Getting out of the dumpster, Ruby started to pant a little as she leaned against a wall and looking away, holding her hands against her chest.

 _'I-I kissed him! W-W-Why did that h-happen for?!'_ Her eyes started to spin around as she holds her head.

Ben could only stand in shock as he covered his mouth. For the first time in his life, his lips have touched a girl's, even if it was by accident. It took him a while for his reaction to come, as his deadpan state was there for a bit, but now that he was blushing and breathing a bit hard as well, the two took a bit of time to calm down.

"R-Ruby?" Ben gulps. The scythe girl flinches as she turns around.

"Y-Yeah?!" She responds awkwardly with a nervous smile. Turning around, her glazed eyes met his. Before he could answer her though, they both blushed again. Ben however covered his face, diverging his gaze slightly.

"S-Sorry about that… I…took your first kiss." He apologized as he scratches the back of his head awkwardly.

"A-A-Ah! It was an accident! _A-And at least it was with a guy I was…already on good terms with, I guess…"_ She mumbled that last part as she twirled her bangs with a finger, looking away while doing so. Luckily for her, Ben didn't hear it.

 _'…Aw man, this is so awkward…'_ The two of them groaned as they stood away from each other.

* * *

 **…**

A few hours later…

The sky was dark as the sound of engine was heard. Yang, Neptune, and Bunny Ben were currently riding on the blonde's motorcycle, Bumblebee. Yang wore a yellow helmet, and it didn't bode well for Neptune and Ben that she road just a _bit_ too wild.

In the ruined parts of Vale, the sound of the engine gets closer and closer until Bumblebee pulls into the street and stops just short of a building, showing Yang behind the handlebars in her matching helmet. She grins as she gets off the vehicle, taking her helmet off.

"Come on, guys! It's just up ahead!" She calls out to the guys as she starts to walk up some stairs.

Neptune had a look of horror on his face as he and Ben got off. They glare at the blonde, who hums as she starts to near the entrance of the building. They sigh as they breathe in and out. "Remind me not to ride with her again."

"Eh, I've dealt with worse, and I'm not proud to say that, ya know Neptune?" Ben groans. "My ears hurt."

"The bunny or the human ears?"

"Both."

"COME ON GUYS! GET A MOVE ON!" Yang shoots a blast at them, forcing them to dodge as they yelp in fear.

"C-Coming!" They both yell as they begin to run up.

Like Weiss and Ruby, Yang also went for a different look for this occasion. Her outfit consisted of a deep-collared cream vest worn over a low cut black shirt; both which were covered by a dark gray shrug with a raised collar, three-quarter sleeves adorned with a single black stripe down the outside of each sleeve, and gold cuffs. A black miniskirt was worn under the cream vest. A pair of crooked black belts with gold accents were slung around her hip, with a purple piece of fabric attached to the left-rear section of the lower belt. She wore thigh high stockings attached to her miniskirt by garter-belts on the front and back of each thigh, decorated with four golden studs above her knee and her emblem on the outside of each thigh in gold. She also had black ankle boots with multiple buckles and white ribbons on the back tied in a bow, as well as a purple pendant set in silver around her neck.

"The _Hunter_ is in the house!" Yang grins as she and the boys group up. In front of the entrance, a guard wearing a black tuxedo with a red tie gasps as he spots the blonde hair of Yang.

"A-Ah crap, she's back!" He yells. Two other guys that were with him start to scatter about, running towards the large entrance, which consisted of a giant slab of movable material that could lock from the inside. From inside the building, which was revealed to be a Club, the henchmen frantically run inside to let their boss know.

"Hurry, close the door—she's coming!"

 _*BOOM!*_ "Oh God, she broke Larry's leg!"

From the middle of the top row of the Club, a tall man groans as he looks down. A member from the bar section watches as he jumps down. "What are you two idiots doing?!"

The Henchmen shout incoherently until an explosion knocks them to the ground and forces the doors open, allowing a familiar face to walk in through the smoke. A catchy song plays as Yang walks through the explosive entrance with a suggestive style of walking.

"Guess who's baaaaaaaaack~!" She yells with a smug grin.

Yang continues to smile and pose as eight guns are pointed in her face with an equal number of angry henchmen behind them. Though this doesn't faze her, she stops and glares at the recording studio where the track was shown to be messing up until a frightened bear-headed DJ takes the needle off the record and retreats back under the table.

"Thank you." She grunts.

From behind, Bunny Ben and Neptune enter the Club. Neptune looks around in awe, but then frowns at the sight of guns everywhere. "Sooooo, could you define "friend" for me, Yang?"

"Hey, whatcha expect? The last time she came here, apparently I heard that she humiliated someone to get some answers." Ben shrugs. "That was some nice music though. I should buy the disc or data when I get a chance after this."

"Yeah, it does sound nice, now that you think about it." Neptune nods.

The boss man sighs as he cuts through the crowd of henchmen, straightening his tie as he stands in front of Yang. "Stop, stop! Nobody shoot."

"Hey there, Junior!" Yang smiles.

"Blondie, you're here… _Why?_ " He looks down at the girl. Half fear, half annoyance is what Ben and Neptune could tell.

Yang points at his face as she steps forward. " _You_ still owe me a drink. And, information that I said that you would give me, since you couldn't give me the things I wanted last time. How about you and I have a little chat?"

Dragging him by his arm to the bar, Neptune stares at her in admiration, but not before he and Ben notice two twin girls next to them, one of them wearing a black and red dress and had a claw gauntlet as a weapon, and another with a white dress with heel blades as melee weapons.

"…'Sup?" He lamely waves towards them. Ben facepalms as they harrumph, walking away in sync.

"Lame, Neptune. Lame…" He says.

"Ah, shut it!"

Walking up the bar with the blue haired teen, Ben wonders how his clones were faring with his partners. Probably doing more interesting things than what he was currently in at the moment, that's for sure.

* * *

 **…**

"Soooo… The White Fang is basically like a political organization, right? Seems like they're more like a terrorist organization now…" Ben raises an eyebrow as he sniffs something in the air.

Sneaking through a dark alley way, as Sun, Blake, and Cat Ben start to peek out, the two guys watch as Blake's fingers trace three scratch marks on a wall before peeking around its corner and seeing a pair of horned Faunus as they are ushered into a building by a bearded man. She turns to her teammates next to her.

"Yes. Alright you two, this is it." She says.

"You sure?" Sun raises an eyebrow. Ben and Blake glare at him, making him cough a little. "Y'know, I'mma just take you guys' word for it."

The three walk inside the building to a hallway filled with cases, seeing another man announcing "New recruits, keep to the right!" at the young pair as they follow. Ben wonders if his Faunus form would even work. Glancing at the Omnitrix dial, he rolls his sleeve up until the material of his clothes covered it. Blake unwraps her ribbon as they start to arrive.

Sun and Blake each take out a mask, the ones that the White Fang used during their earlier heists. "I don't get it. If you believe what you're doing is right, why hide who you are?"

 _'Ah crap, I forgot to get one of those things!'_ A sweat drop rolls down Ben's cheek. Starting to panic a little as they start to get closer, his eyes widen as an idea comes up in his mind. Unraveling his sleeve back down, he presses the Omnitrix dial a few times.

The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake explains with a neutral voice. Sun frowns a bit, looking down at his mask in his hand.

"Grimm masks... That's kind of…"

" _Grim_ , right?" Ben snickers. The two turn to him, and as Blake was about to retort on that pun, she and Sun watch as he finishes pressing the Omnitrix. It beeps a little, before wrapping his body in a brief aura of green.

"That kind of joke's a bit… Huh?" They cover their eyes for a moment, and as they re-open them, they see Ben wearing a different outfit.

"I think this'll work a little better." Now wearing his default suit, on top of it, he wore a black tailcoat with green stripes alongside a generated Grimm mask that took a resemblance to that of an Ursa's, only that the red detailing was now colored green, and that the eye sockets glowed a dim green color.

"Talk about fancy, heh." Sun chuckles. Blake frowned at the appearance of her younger brother figure, but sighed as she cleared her head of an unpleasant thought, turning back around.

"Well, that fancy trend was created by a single man, something that I'm not too proud of." Blake says. Both Ben and Sun gulped nervously, noticing the sting behind her seemingly calm response.

"Always sunshine and rainbows with her…" Sun mutters as he and Ben follow her lead.

The new recruits to the White Fang moved in a line to the side of a stage, a mere few dozen compared to the hundreds of white-vested, black-hooded soldiers to their left and up above in the balconies. The trio looks around themselves when they stop, and a fully-masked man with tattoos standing starts speaking before the large sheet emblazoned with the bloody wolf and claw marks.

"Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for for so long!" He exclaims. Ben figured that he was a higher ranking member, judging by his praising.

As he says that, the footsteps of a man start to come to the ears of the Faunus in the room. Coming out from backstage, immediately Ben and Blake notice a pair of dark pants and brown shoes step forward before the orange tip of a familiar taps on the stage. They pan up to reveal their eyes to none other than Roman, smiling confidently even as the crowd starts protesting.

"Roman… Torchwick…!" Blake glares at him through her mask.

As Roman walks on stage, he waves mockingly as he grins. "Thank you, thank you! Please, hold your applause!"

"There he is." Sun narrows his eyes.

As more and more of the new recruits start to protest, occasionally one would bump into Ben and the Omnitrix. However, even as the device started to beep quietly as the hourglass's color changed to a dim yellow, what his attention was pointed towards was the person who came out after Roman, a girl that despite being diminutive in height, displayed quite the unique appearance. Ben lifts his mask for a moment as he narrows his eyes towards the newcomer.

Her hair went down to her waist, and was half pink and half brown, with white streaks on the pink side, resembling the colors of Neapolitan ice cream, something that Ben took notice to her hair and her outfit. What was unique about her eyes was that it varied between the three colors as well, giving her a case of complete heterochromia.

She wore a white jacket with a pink interior, brown pants, black gloves, and black and white boots with very high heels. Under her jacket was a brown corset, curved in the middle and at the bottom, exposing her hips. She also wore a multitude of necklaces, which hanged haphazardly around her neck.

"…Neopolitan ice cream?" Is all that Ben could think of as he gave the girl a definitive name based on her appearance.

However, before he could put his mask back on, "Neo" actually glances at the boy through the crowd, giving him a playful wink as she smiles. Ben flinches a bit, before placing his mask back on in a hasty matter. She snickers silently as Roman continues.

"What's a **human** doing here?!" A Faunus woman with antlers points at Roman with a clearly annoyed tone.

Roman smiles as he gazes down at her. "Well, I'm glad you asked, _"Deerie"!_ He makes a pun in the middle of all of this. "Now, I'll be the first to admit, humans...are the _worst_ , case in point. So, I understand why you would like to see us all locked away, or, better yet, _killed_!"

Saluting as he says that, as he starts to rant on, Sun leans and whispers into Blake's ear. "So, is he going somewhere with this?"

" _But_ , before the claws come out, I'd like to mention the fact that you and I _all_ have a common enemy: the ones in control, the people pulling the strings, the _dirty_ , _rotten_ humans that run our kingdoms!" He goes on, now gaining the agreement of the crowd through raising cheers. "Government, military, even the schools: they're _all_ to blame for your lot in life! "

"YEAH!" Many of the new recruits and veteran soldiers yelled in unison.

"They're all _pests_ that need to be dealt with! Fortunately, I'm the best exterminator around...oh, no offense to any rodents in the room of course. Now then, if you would please show our guests what we have for them today!" Roman looks behind himself as he snaps his fingers.

The curtain falls, and the whole mass of Faunus applaud at the sight of an Atlesian Paladin-290 behind it, the mark of the White Fang painted on its shoulder. Ben's eyes widen in amazement while Sun and Blake's widen in shock instead.

"Holy crap that's a big robot!" Sun croaks.

"Talk about a _deluxe_ design at that…!"Ben however says, much to the chagrin of Blake and Sun as they sweat drop."I wanna see how I can upgrade that…"

"Ben, we don't have the luxury of doing—"

"As some of you may have heard, this right here is Atlas' newest defense against all the scary things in the world. And…thanks to my "employer", we've managed to snag a few before they, uh, "hit the shelves" so to speak." He taps the mech a few times to emphasize his point, interrupting Blake's response to Ben.

"Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine... But, if you're truly ready to fight for what you believe in, _this_ is the arsenal I can provide you. Any questions?"

"We should get out of here." Blake turns to Sun and Ben, but the line of recruits start to surge onward as the leading member of the bunch tells them to do so.

"Well, that _maaaay_ be difficult." Ben groans as they start to go forward. The crowd of recruits and members continue to cheer in unison as they step onwards.

 _"What are we going to do?!"_ Sun whispers towards Blake. The cat girl looks around as her eyes narrow behind her mask.

"I'm thinking…" She merely replies.

Ben's eyes also trot around, but he couldn't help but notice Neo's continued gaze towards the trio as she sat on a box with her legs crossed. Roman walks over to her, laughing a bit.

"Ha, this is going great, Neo!" He yells. "This is going to get us the big bucks and… What?"

Neo pokes him with an umbrella that rested on her thighs. Her umbrella was elaborately decorated in lace fabric of multiple colors; these being mostly pink and white in the middle as well as red and brown at the edges. The umbrella looked to be translucent enough to make out the shape and color of her if she stood behind it.

As she stands up and playfully walks with him, she gestures with her eyes towards Ben, giving him a cute smile as Roman looks down. Frowning as he zeros in on the three, Ben nudges both Blake and Sun.

"Crap… Roman's partner bailed us out." He grunts.

"What?!" Sun does a nervous gulp. Looking towards the stage, Roman throws his cigar away as he starts to walk towards them.

"Blake? If you have a plan, now's the time to start it!" Ben raises his voice slightly. Fortunately for him, Blake's eyes jot towards a junction box located in the back of the room behind the Paladin.

"I got it." She smiles as she grabs Gambol Shroud, unsheathing it. She nudges towards the two as the sword's pistol function unravels itself.

"He can't see in the dark, so…" Smirking, she takes aim and shoots the junction box, making the lights go out for the whole building and turning the practically every human's line of sight dark.

"GAH! Don't let them get away!" Roman's eyes were barely able to adjust to the sudden light change as he dashes towards the Atlesian Paladin, climbing in to pilot it. "Neo, let's go!"

Neo chuckles silently as Blake, Sun, and Ben start to dash out from the crowd. Blake looks up to see a nearby window "Sun, Ben, the window!"

"Does that mean I can't steal it with Upgrade?!" Ben continues.

Sun and Blake ignore Ben's comment, and before the three student Huntsmen crash through the window and start running as fast as they can, the mechanized sound of running power signals the Altesian Paladin's activation, and it crashes through the wall of the building in pursuit of the runaways, who leap off of a car and manage to get on the roofs. The Paladin follows beside them on the street as the trio run, jump, and flip from rooftop to rooftop.

"Woohooo! I forget how agile I can be as a Faunus!" Ben yells out loud as he laughs, following Blake and Sun as they continue to get chased by Roman.

"Forget that! Blake, you wouldn't happen to have... Oh, I don't know...some form of **backup**?!" He yells with a desperate tone.

"I'm on it!" Blake yells as she pants a bit, taking her Scroll out and putting it to her ear.

Ben glances back, and sees Neo waving towards him as she causally sits on the Atlesian Paladin's head, grinning as she does so. He blinks a bit in surprise as he turns his head back around.

"This night just keeps getting weirder and weirder…" He sighs.

* * *

 **…**

"What do you mean that form at the docks was just armor and not unique to the species? Your hands literally transformed into arm cannons!" Weiss raises her arms in confusion, mimicking the gestures that Tenten previously made.

"Yeah! Nano machines enable my Sotoraggian form's hands to transform into weapons. They can be arm cannons, missile launchers, laser discs and energy buzzsaws…uh, the count goes pretty far." Puppy Ben 2 recalls as he counts with his fingers.

"Unbelievable… To think that some species would voluntarily alter their body to suit their needs. Pure confusion on my part."

"True, it may look and seem strange to humans, but on other worlds, it may just be the norm of things. Every culture is different, Weiss." Ben replies.

"But they all seem to have an interest in extraterrestrial technology, like a certain nutcase I know…" Weiss smiles slightly as she pets his head. "Those puppy ears are _sooo_ soft…"

"Heeeey… My world isn't even as nearly technologically advanced as Remnant's. We barely have functioning phones with touch screens, while even the simplest planet off world has devices more superior to the greatest achievements known to man." Ben rants on her.

As the two continue their enjoying banter about technology and alien culture, as they exit the Cross Continental Transmit Tower's elevator their Scrolls beep off. Picking them up, they start to hear Blake's distress call.

 _"Everyone, if you can hear me, we need back_ —"

 _"HEEEEELLLLP! Oh God, it crushed almost crushed my tail!"_

 _"Then stop barking and keep on running! Blake, can I PLEASE use Upgrade?!"_

The roaring of Blake's group could be heard from their side. Puppy Ben 2 and Weiss roll their eyes, but they smile at each other as they start to run out of the door.

"Let's go, Weiss!" Ben yells.

"Can we make it in time?" She wonders as they exit through the main entrance.

"Let's go with _Hot Shot_ then!"

He grins as he slaps his Omnitrix dial. Through the flash of green, bursts of flames could be heard, and from the ground, a chunk of the road was ripped off as a flaming projectile was seen soaring through the night sky.

* * *

…

"R-Ruby, I think that's enough." Ben Prime chuckles nervously as he stands next to the scythe girl.

"No! I. Blame. This. Rat! It's its fault for giving us that awkward moment!" She yells as she whacks the dumpster a few more times, their faces still a bit red from before.

With a hammer she got from a nearby shop, Ruby began to use pieces of the group of boxes she and Ben previously broke down while avoiding the capture of the Atlas soldiers. Ben reluctantly decided to help her, as it worked to lower the tension between the two. What he didn't expect though was for her to be so thorough with her process. She practically boarded the entire top of the dumpster with wooden planks.

As she whacked the planks down using some more nails salvaged from the wreckage, she then used Crescent Rose to do the finishing slaps down. Ben could see her redden face as marbles of sweat dropped down her forehead.

"Haaa… Haaah… Heh-heh…! Take that, rodent!" She chuckles smugly as she leans down on her knees. Panting a little as she went down, Ben supported her with an arm as he helped to balance Crescent Rose.

"Geez, you really went all out." He smiles as he helps her up. Ruby giggles as she places Crescent Rose back.

"Well, I was always told; if you're gonna do something, go through and do it right and thorough!" She quotes.

Standing back up, as they start to walk out of the corner, their Scrolls go off. They hear the initial roaring from the trio, and Sun starts to go on further about their predicament.

 _"Big robot! And it's big! Really big!"_

 _"Quit saying the obvious and run, ya doofus!"_

As Cat Ben scolds Sun, Ruby and Puppy Ben could be seen gleaming with excitement. The words "big robot" bought only 1 thing to their mind as they glance at each other.

"Big robot?" Ruby smiles.

"That means…!" Ben does so as well. The two begin to run off with joy on their faces as Ben taps the Omnitrix dial. Replacing himself with XLR8, Ruby activates her Semblance.

 _"Speedy Quick!"_ They both yell as they blast off.

* * *

 **...**

"Well, that was a waste of time." Yang growls as she drags Ben and Neptune out from the club.

"Y'know, I think those guys of his that he was talking about at first were the ones that that Ruby encountered when we first met, now that I remember." Ben looks up.

"Really now? I bet she kicked their asses like it was nothing!" Neptune chuckles.

"Whatever. Let's rendezvous with the others. Hopefully they have information from their side." Yang blurts as she lets the two go.

Moving back over to Bumblebee, which was parked right on the edge of the sidewalk, after Yang places her helmet and sunglasses back on, she gestures for the two to get on. Ben and Neptune glance at each other, gulping nervously as they hesitantly get on the back of the motorcycle behind Yang. Ben actually holds onto Neptune's back in fear of Yang's Crazy Taxi-like driving.

"So, the plan is to meet back up with Sun and the others, right? Since Blake said she knew where the White Fang's next plans for recruitment were, and that Weiss was going to get the data for recent Dust robberies, we'll probably be able to assume their next line of attack, right?" Ben guesses.

"Yeah, I'm hoping for that. I actually have a strong feeling that—"

 _*BEEP!* *BEEP!*_

"Yang, your Scroll." Neptune points down at her leg. The blonde picks it up, moving it over her shoulder for him and Ben to listen in.

Blake's message plays out, and after listening for a bit, Yang looks around as she prepares to rev Bumblebee up.

 _"That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!"_ Sun yells.

 _"He's piloting it, you mean!_ " Cat Ben corrects him as the sound of a car crashing was heard in the background.

Yang frowns. "Where are you guys?"

Saying that, Ben's bunny ears start to twitch. Darting his head towards a nearby street, he nudges the two. Right on cue, behind them on that street, Blake, Cat Ben, and Sun could be seen running through the street with the Paladin hot on their heels before they all disappear from view.

 _"HURRYYYY!"_ They all turn to see Sun yelling like a maniac.

 _"BLAKE! UPGRADE?! PLEASE?!"_

 _"Can it, please!"_

After they pass by, Neptune blinks as he turns back to Yang. "I…think that was them."

"Yeah, I got it." Placing her Scroll away, she revs Bumblebee up, quickly turning and circling around, much to Ben and Neptune's alert as they struggle to stay on. As she starts to follow them up, Ben covers his mouth in fear of his motion sickness coming back.

"I don't know what'll kill me… Death by battle, or death by motion sickness…"

* * *

 **…**

After running for God knows how long, the trio make it to the highways, jumping down into the busy street and continuing their escape by hopping on cars while the Paladin follows them by pushing vehicles out of the way. Sun pauses to look at their pursuer's path of destruction and offer a quick "Whoa!" before leaping onto more cars, much to the anger of Roman inside the robot, his face surrounded by blue holographic screens.

"Why the damn highways of all places?!" Ben retorts in response to Blake choosing their place to continue the chase.

Roman growls from within the mech. "Neo, diverge for a moment! This bumpy ride might get to you!"

The ice cream girl rolls her eyes, before opening her umbrella up. Jumping into the air, her device caught an updraft, carrying her off the road. As she does so, Yang's group were seen being able to follow the mech suit on their ride, coming up next to it as it runs.

"Ben, Neptune! We gotta slow that thing down!" She barks.

"Got it!" They both yell.

Ben reaches for a Dust cell in his pouch belt while Neptune tries to reach for his gun on his back, but Roman notices the trio on his sensors and crashes into a multitude of cars with the Paladin's strong bulk, sending them flying towards his chasers.

"Crap! Hold on!"

"Aw, donuts." Ben holds onto the edge of Bumblebee as he closes his eyes.

Yang swerves, leaning her bike to the side in avoidance of flying debris while Neptune flails in a panic. Back on two wheels again after a bit, Neptune unslings his weapon, aims as sparks start flying, and fires several bolts of blue electricity at the Paladin, causing Roman to grimace from the force of the attacks. Ben also unravels Mundvridi, placing the yellow cell and firing a few yellow shots of electricity with its sniper rifle function.

"Going in for a close combat scenario! Get me a bit closer!" Neptune calls out to Yang. The blonde nods as she speeds up.

Neptune flips his gun and it grows a shaft and an energy blade at the end, then jumps from Yang's bike as the spear's head splits in three and drives it into the top of the Paladin. Sun, Cat Ben, and Blake pause in their car-hopping to look back.

"A guandao?! That's so cool!" Both Bens cry out.

"Neptune, hang on!" Sun cries out. Neptune is trying his best, but the mech keeps bucking and threatens to make him fall. Closing his eyes, Sun smashes his palms together, and from the golden Aura around him creates two glowing outlines that copy their creator, leaping off and going back over the tops of vehicles to collide into the Paladin's front. They explode into blinding light upon contact to let Sun leap forward with his shotgun pole.

"Wait, Sun!" Blake yells out however as Roman grins from within.

Roman finally turns enough to send Neptune flying off and knocking into his leader, sending both of them off the highway. As Blake looks on from her spot with a grim look, she hears a voice from her Scroll.

" _Blake!_ Phantom Ice _is in position!"_ Weiss calls out.

She and Big Chill were then seen flying in over the highway and landing in the middle of the road, with Weiss holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a giant glyph across the pavement. Big Chill then slams his palms onto the ground, generating a torrent of ice with the help of it that causes the Paladin to slip and crash, with it actually flying over the duo and falling off the ramp, landing further down before XLR8 and Ruby zoom into place, with Ruby already having her Crescent Rose out in scythe form.

" _Speedy Quick_ is also here!" She smiles.

Yang quickly parks Bumblebee, with Blake and Cat Ben jumping off another car and landing next to them. The two Bens give each a high five, but they then look at all the destruction caused by the Paladin and Roman.

"…Well dang." They both sweat drop.

"We'll fix it later. Onwards to below!" Yang yells as she and Blake jump down. The Bens look down, shrugging at each other before jumping as well.

The Paladin stands back up, and the rest of Team RWBY falls beside their leader to take up positions. Roman chuckles upon seeing the girls, but frowns a bit upon seeing the four Bens. Tapping their Omnitrix dials, they all reverted back to their Ditto forms and merged back. After they came back into Ditto Prime, the head Splixson goes through a multitude of expressions, no doubt because of all that happened between the four of them. Shaking his head, he slaps the Omnitrix dial, reverting back to Ben.

"…I'm going to have to figure out what happened later… But for now…" Ben starts as everyone takes their weapons out.

"We need to take him out!" Ruby noticed what he was going with, blushing for a second, before redirecting her attention to Roman.

"Let's go! _Freezer Burn! White Shadow!_ " She orders.

Ruby and Blake jump back out of the way as Weiss performs her same ice-circle trick, this time generating a slick circle of ice. Ben places a black Dust cell into Mundvridi, joining Yang she jumps into the air. The two clock their weapons as they land, hitting the epicenter of the circle with their weapons. Yang's first explosion with Ember Celica creates waves of mist, and as she backs away, Ben swings Mundvridi down, slamming a wave of smoke out of the blade as it crushes the road into particles.

"God… Ugh, I hate it when they blind me!" Roman growls.

Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees anything through the thick layers of black and white. As it tried to look around, Blake and Ben rush the back of the mech. A gunshot from Ben manages to make its mark at the area between its arms, but out from the blast only causes it to falter slightly.

 _"Poison Ivy!"_ Ruby yells. Ben, Yang and Blake nod, this time with the cat girl throwing her ribbon on her arm towards her blonde teammate.

Catching it, she spins her around. Ben jumps into Yang's line of sight, being caught by her and then thrown harshly by the blonde towards Roman. Ben glares at the mech as he clenches his teeth, inserting a Dust cell with a mixture of black and yellow in it. Mundvridi's blade glows black and yellow, merging together to form an olive green coloration as Ben's acceleration heightens.

Lunging at the mech, Roman was pushed back several meters, with Ben flipping off the suit after he stabs it. By now, the shadowy mist had started to clear up. Roman growls as he starts to get a clearer line of sight, barely seeing the afterimage of Blake and narrowly missing the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby, who slashes the metal with her blade, causing it to falter once more.

 _"Checkmate!"_ She calls out.

Blake and Weiss go in this time, with each girl going for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backwards before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

As Ben lands back, he gasps. "Weiss, Blake! Watch out!"

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back. Before she lands on the ground though, she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl.

 _'Time dilation? Ooooh!'_ Ben notes to himself.

Blake glares at the mech as the rest of the missiles come at her. Due to Weiss' circle, she takes them out with ease, as it allowed her to make precise and extraordinarily fast slices. As she grunts and swipes, her body was shown to be a blur as she spun around in a variety of angles, before landing on a knee with a flurry of explosions in front of her.

Ruby turns to Ben, the two nodding at each other as they run to join in the fray. _"Ladybug!_ _ **Black Heart**_ _!"_ She smiled a bit upon saying that last team call out, something that Blake took to account. Frowning inwardly, she tried to figure out the meaning behind the name.

Ruby shoots herself forward and cuts at the robot's legs, then turns as Blake aims herself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely. Ben then rushes in as Blake backs up.

"Let's go!" He yells.

The two lung forward, slashing at the mecha repeatedly. Roman growls as every hit forces him to back up a few steps. Every time they finished an attack, immediately after their feet touched the floor, they would continue to push off and lung at him once again. Several more of these attacks occur until Roman finally stops the two with his remaining arm, pushing them back.

"Yang!" Ruby calls out as she and Ben land together, side by side.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman is knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

"Oh crap!" Ben yelps.

"Yang!" Blake cries out in worry. Ruby however gives the two a reassured smile.

"Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special. That's her Semblance!" She explains with a proud look.

Yang slowly gets back on her feet, hair burning a brilliant white as she clenches her fists. Sensing victory, Roman throws a punch, but Yang catches it in her own hand despite the ground cracking beneath her, eyes red with rage.

 _"Ben! Upgrade!"_ She yells. Ben's eyes shine with excitement as he flicks his wrist, activating the Omnitrix mechanism.

Blake and Ruby watch as the green flash blinds everyone, with Upgrade merging with the Ember Celica before Roman could see what was going on. As he uncovers his eyes, he sees the Ember Celica upgrading into the **Inferno Peregra**.

Grinning savagely, she clenches her fists as the turbines blasted out energy, allowing her punch to give out a massive slam into the second arm, obliterating it under her force and blowing it to smithereens.

 _"A-Ah! Don't break it completely! I still wanna have a look at it!"_ Upgrade bickers as he sticks his head out from Yang's shoulder.

"Well, shit…" Roman looks at his armless mech. Getting desperate with his armless robot, Roman immediately kicks Yang to the side while the two were distracted, but as she passes her sister and teammates...

 _"Bumblebee!"_ Ruby calls.

Blake throws Gambol Shroud out for Yang to catch while flying, and the Faunus girl uses the momentum to swing the glowing blonde around for an attempted final hit to the robot. Roman, however, steps out of the way just in time to avoid complete destruction.

"Jesus!" He curses as he lands.

Ruby clicks her tongue, and as Weiss jumps back into action, she looks down at its feet. "…We need to slow it down!"

"And _how_ do you propose that?" Weiss asks as she turns to her, much to Ruby's delight as she smiles.

 _"Ice Flower!"_

Twirling their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body, Blake swings her partners around in a circle one more time, but with Roman unable to move, the Paladin is hit by the speed and power of Yang's power fist as Upgrade releases bursts of energy through the exhaust points, flying into the air before crashing down in a hundred pieces and a defeated criminal.

"Noooooooo! The Paladin!" Upgrade whines.

Getting up while being slightly dazed but unharmed, Roman inspects the damage while brushing himself off, sighing a bit. As Yang lands, Upgrade releases himself from the weapon, reverting back to Ben a second later.

"Just got this thing cleaned too... Where the hell is Neo?" He glances up, wondering where his accomplice was, before smiling a bit at what he sees and hears.

Looking back, he sees Yang still burning with her absorbed power. Firing a burst shot at the defenseless thief, he's saved at the last instant when Neo drops in front of Ben, petting his head with a smile before rushing towards Roman. Merely opening her pink umbrella, it deflects the blast entirely. The new arrival hangs the weapon over her shoulder as Roman addresses the victors.

"Ladies, _Monster Kid_ , _Ice Queen..._ "

"Hey!" Ben and Weiss call him out, with Ben fixing his hair after Neo's playful gesture.

"Always a pleasure! Neo, if you would..."

The pink-and-brown girl curtsies her enemies with a bow, but not before waving at Ben with another cheeky grin. Ben blinks a few times as he gives her a nervous smile in return. Yang would have none of that, charging forth with fists raised to strike the outlaws... However, what only broke were their images, as if they were made out of a mirror. Team RWBY-B turns just in time to see them escape in a Bullhead, with the rest of the team running up to Yang's side, now cooled down with the end of the fight.

"So I guess he got a new henchman..." Yang grunts.

"The Paladin! Oh crap I forgot!" Ben turns to the broken piece of tech, running towards it as the girls keep looking onwards.

"Yeah, I guess she really made our plans... _fall apart_?" Weiss attempts to pun at the situation.

" _Lame!"_ Ben yells from afar.

While Weiss smiles, Ruby giggles, and Blake starts walking away, Yang simply sighs. _"_ No. Just... no."

"What—But, you and Ben do it!" She pouts.

"There's a time and a place for jokes."

" _No, it was just lame!"_ Ben yells again.

"Well, was this not it then?" She then dared to ask. Yang shrugs as she starts to follow Blake, who was seen walking towards Ben. "No, it just wasn't very good."

Weiss rolls her eyes as she and Ruby start to follow them. "Well, at least I'm trying!"

Ruby giggles, but she then turns and looks around. "Hey, where are Sun and Neptune?"

"Ah, they're probably fine." Yang replies. "Right Blake?"

"Yeah. I think they landed somewhere around here actually." She looks around to confirm her words, before looking back towards Ben. "Sooo, you going to mess with that thing? How will you do so if it's all broken?"

As the rest of the girls group up behind Ben, as he stands back up to face them, they step back upon seeing his warm smile, before it changes to a grin.

 _"Oh, Upgrade doesn't just make things better… He also fixes stuff as well."_

Transforming into said alien after slamming the Omnitrix core down, after the brief flash of green, as the girls uncovered their eyes, they step back once mroe upon seeing Upgrade's gelatinous body spread throughout the ground, with his body touching every single part of the Paladin that was destroyed by Team RWBY-B, even the little particles that Yang made.

First grabbing the torn left arm, he drags all of the other parts into the middle of the techno-organic pool. The black and green pool of Upgrade then begins to gobble it up, reforming it into the Paladin's original shape. After the repairing was done, the upgrade itself began to proceed.

The newly upgraded Paladin took on a more slim and humanoid-like appearance, and was slightly taller than its original form. Now having a green and black armored appearance with grey under armor, it had large black pauldrons with thrusters located on the back and sides. The legs had thrusters behind its shins, and on its back were a pair of black thrusters with green outlines. They had two pairs of barrel cannons located to form mechanical wings, giving the upgraded mech a sort of black angel like appearance. On its head, Upgrade's eyed appeared along four retractable head-mounted guns on the sides, with the Omnitrix dial forming on its chest.

"Woah..." Ruby speeds over and hugs Upgrade's foot. "It's… _beautiful…"_

"Sheesh, look at the size of that thing…" Yang looks up. "I don't even think I can break that."

"The Atlesian Paladin was already strong as it was, and with Upgrade making its functions even better… I can't imagine if someone found a way to manufacture this kind of design…" Weiss frowns.

 _"Oh, don't worry about someone getting a hold of this."_ Upgrade looks down. _"Remnant is far from achieving any form of technology like this. Upgrade himself is literally living tech, after all."_

Reverting back to his normal state, Ruby steps back as he lets out a small burp. "Haa… That was nice."

"Wait, did you…just eat it?" She blinks. Upgrade taps the Omnitrix dial, reverting back to Ben.

"Oh, yeah I did. I have to store it away somewhere, don't I?" He tilts his head as if saying her question was abnormal.

 _'I'm just gonna pretend I didn't ask that…'_ She chuckles to herself. Turning back to the team, she stretches. "Well, we finally did what we were going to do! Let's discuss everything back at the dorm!"

"Yeah… I can use the rest…" Weiss yawns. "Next time, let's plan this more accordingly."

Everyone laughs, and they start to walk away from the area. From afar though, Neo could be seen snickering silently. Looking at the camera, she takes holds up a sign reading _"I LOVE HOW THIS IS PLAYING OUT! I ALSO GOT A NEW FRIEND! :0"._

Ben suddenly felt shivers as he walked on. He glances around eerily, before deciding that it was nothing to be concerned of… Or was it?

* * *

Lovely, lovely!

Soooo, the first smooch of the series~! I like how this pairing up is going! How do you think the school dance should go? A confession?! How about something to celebrate Ruby's birthday?!

Aheheheh… Yeah, a little overboard at first, but nevertheless a good thing! I like utilizing Ditto and Echo Echo a lot, and it's funny to see how different scenarios go out when Ben is there to retort and make things unique in their own standards. And speaking of Bens, how'd you like the inclusion of Puppy Ben?! I'm just getting started with adding more Faunus forms.

How do you propose that the introduction of Zwei should be? I think it was already adorable when he came in through the mail, but perhaps he might have an interaction with Ben? Like one of those, "he's going to steal away my owner! I must be cautious and protect her!" type of scenarios! Oh, it'll be adorable to write it.

So, I've pooped myself out writing this chapter, and I'm pretty satisfied with how I did it. And sheesh, nearly as many words as that Null Fairy chapter I posted earlier as well, and I wasn't trying to make this one long either. It just…happened I guess.

Anyhow, that's all I wanted to say! Please continue to read/review this story! I love the opportunity to talk with you guys, so keep the support up! Shout out to Toy2711 for asking me to beta-read his latest chapter! Huh, maybe I should start doing that.

So, with that all said and done, I'll see you all later! Neo is also bae!


	10. Mission, start!

Back to back uploads with this and the Null Fairy, check it people~!

Hello there everyone, another chapter of the Huntsman From the Void to journey with you on this glorious weekend (well, if it's a weekend wherever you are). Been a while since I've posted, so let's get right down into the nitty gritty review section!

 **Other categories for Sentient Specie DNA**

Yes, some of you have noticed, as have I, that creatures such as Zwei are a bit more intellectual than others, as they are somewhat comparable to Vulipmancers. However, I can't really say they can qualify as DNA sources for the Omnitrix, as other animals like dolphins and such are also perfect examples, yet creatures relating to them in the Ben 10 Universe are no-where to be seen. The talking Beowolves were merely a joke, since I fucking laughed like hell during that one RWBY Chibi episode because of them lol.

 **Neo? Neo is bae.**

Like I said, Neo is bae. I plan to…integrate her into some of the shenanigans of Beacon Academy, starting off with some stuff back with Vale and Mt. Glenn, and possibly Volume 3 stuff stuffs. I see Neo like a teasing big sister for Ben, a little affectionate, part yandere as well… Oh, did I just say that? I see Roman being a part of the misadventures with her as a reluctant over-watching sibling, he he.

 **Upgraded Machines**

Yeah bite me. I hated how only Ship was somehow able to retain the forms he had in the Ben 10 series. I mean, Retaliator was able to fix the Rust Bucket, so shouldn't all the Galvanic Mechamorphs have the same abilities. Ok, Malware might've been a different story, but can't you imagine the Mechamorphs retaining these entries in their memory? And yeah, the Upgraded Paladin can sorta resemble a mix between Black Knight's EVO form and a Gundam, cuz I love Gundams ya know?!

 **The Shine Dance**

Holy hell I want to take that into account. I DON'T CARE WHAT YOU ALL SAY, I'M DECLARING THAT RWBY CHIBI EPISODE AS CANON! It'll be so funny to make the five dance together.

 **The Other Factions**

No doubt that Ben is famous, but I doubt that Ozpin would relay any of this information to those outside the circle of which we've already seen. I'd say he's the type of person to exchange information face to face. I do wonder how Raven and her tribe could be introduced. It never made any sense to why Raven suddenly appeared during that mission at Mt. Glenn, but I guess she was just… _craven_ for some action?!

…I'll see myself out.

 **Waybig? Or just giant Humungousaur?**

I feel like Waybig will visibly scar everyone just from his sheer size. I feel like everyone forgets that Humungousaur can sextuple in size, so it's either that, or Waybig. Which will you think will have a large impact on everyone else?

Anyhow, love the continued support! What kind of scenario do you think I should do for the Prom? Let me know in the reviews! Ahem, so, without anything else on my part, let's get to this chapter!

As always, I own nothing related to the subject of **Ben 10** and **RWBY**. Oh, I just remembered; there was a collaboration with RWBY for the mobile game Crusaders Quest! I love that game, but I got everyone but Weiss and Blake in the event…but, back to the topic. Thanks for nearly 230 Follows and Favorites, nearly 300 reviews, and almost 29,000 views!

* * *

 **Chapter 10:** _Mission, Start!_

"P-Pyrrha, Nora? W-What're guys going to do to me?"

Inside Team JNPR-B's dorm room, Nora was seen hanging Jaune upside down from a rope. While Pyrrha and the hammer girl had haughty smiles on their faces, Ren merely gave the situation a deadpan look as he and Ben began to dress in a different corner of the room.

Ben couldn't help that Pyrrha's expression turned to a more…loving one, let's just say that, but when he turned to Ren, one little nod was all he needed to know that he shouldn't get involved with whatever the girls were coming up with.

"Oh… Nora and I were just…thinking of ways to discover your Semblance! Nothing fancy or anything! I'm sure you'll have a delightful time with this!" Pyrrha gives the blonde a cheeky smile.

"I'm just wondering where she even got that rope…" Ren frowns slightly, turning to Nora in suspicion. _'…Nora? I hope I'm not right.'_

 _'I'm just wondering how this even started.'_ Ben thinks as he turns to Ren again, who was also unable to give him an answer.

Several seconds later, the two finished dressing into their uniforms, but as they were about to leave the room, right as Ben was about to exit, he feels himself getting pulled back towards Pyrrha. He shudders as he turns his head towards the redhead in fear.

"P-Pyrrha?" He gulps. "Did…you need me, or something… Please say no."

The redhead merely gives him a motherly smile as she uses her Semblance to drag him back to the bed next to the girls. As Ben was starting to panic, he turns towards the doorway in hopes of Ren being able to get him out of this mess, but his eyes pop out upon only seeing a blinking silhouette of the ninja-like teen's body.

"REN, YOU TRAITOR!" He yells loudly as Pyrrha pulls him closer.

From outside the room, Ren silently prays for him as he zips around a corner way. He didn't want to become a part of this, even if it meant sacrificing a dear comrade.

 _'Forgive me, my pupil.'_ He closes his eyes as he leaves. Both Jaune and Ben could be heard wailing like hyenas, echoing through the dorms.

From Team RWBY's room, Ruby raises an eyebrow as she puts her cloak on.

"…A Beowolf?" She assumes with an unsure expression.

* * *

 **…**

Around an hour or so later, the scene would later cut to Professor Glynda's classroom, with practically no evidence of Pyrrha's actions showing on her face. However, Ben and Jaune were pretty much shivering in horror as they sat in the audience rows with Team RWBY.

"Uhhh… You guys alright?" Ruby turns to them.

"They look like they got the life sucked out of them or something." Yang adds on. "What happened? You see a scary movie?"

Ben and Jaune glance at each other, before furiously shaking their heads upon feeling Nora's gaze behind their backs. They chuckle nervously as they wave their hands together.

"Ah, i-it's nothing! Right, Jaune?" He turns to the blonde.

"Yeah! Completely fine!" He reinforces. Nora giggles as he wraps her arms around their necks.

"…Nora?" Blake blinks.

"Nope! Nothing bad, never happened!" She claims with an eerie smile.

"But—"

NOPE! Everything's fine! THEY…ARE FINE! _Nothing bad...ever... Happened!_ _EVER._ " She promptly reassures makes her claim to the interrupted Ruby, who backs away into her sister's arms.

Blake and Weiss look at each other, before gulping. "O…kay then."

 _'Forgive me!'_ Ren cries out in his mind.

A minute or so later, Pyrrha walks out of the locker room. Eventually, after getting onto the stage, she is seen fighting the members of Team CRDL, much to everyone's surprise. Glynda however just gives the student a small smile.

While they were initially worried about the entire thing, their worry turned to joy as she slaughtered the group in a 1v4 scenario. Pyrrha would dodge with elegant movements and use minimal effort to initiate her attacks, making Team CRDL look like fools the entire time, despite them having some good moves themselves.

It started off with Pyrrha and Cardin first going against each other. After Glynda started the match and the lights toned down, she immediately jumped back and switched Miló to its rifle form, giving Cardin a few shots, though manages to dodge by jumping to his side.

She then launches her spear him, but Dove comes up to intercept the weapon, getting blown back. Catching her spear afterwards, she then rushes and knocks Sky to the ground. Cardin unleashes a short column of fire from the red Dust crystal in his mace before he and Sky attempt to double-team Pyrrha. The redhead turns around and throws her shield, which hits Cardin in the face and bounces back to hit Sky as well. She then flips backward through the air to land on Sky, incapacitating him.

A few seconds later, Dove and Russel Thrush rush her together after getting up, but she is able to drive them back as Cardin leaps in to smash at her with his mace. Pyrrha opens fire with rifle-form Miló, but Russel covers Cardin, deflecting every shot with his daggers. He and Dove charge at Pyrrha, with Russel leaping into the air and performing a triple somersault; however, the attack is easily deflected by Pyrrha as she pushes him off. Russel and Dove proceed to strike at her together, demonstrating precision through their ability to avoid hitting one another during the attack. Cardin attempts to capitalize on the distraction, but is unable to keep up with Pyrrha. Russel ducks in under Cardin for a surprise attack, but also proves himself unable to wear her down as she jumps as kicks him away.

Dove moves in after Russel is knocked to the ground. Deflecting his swipes with her shield a few more times, he fires on her with his sword, but she is able to bull right through using her shield. Although he is able to avoid her attack, Dove finds himself knocked out of the fight by an errant swing from Cardin, who moves in for one final assault. Pyrrha knocks Cardin into the air and then leaps to slam him into the ground.

"…Holy shit." Ben blinks in surprise. "She's gotten even better."

"Ben. Language." Blake scolds him as she nudges the top of his head.

"Normally I wouldn't excuse such a thing, but I have to agree. Holy. Shit~!" Weiss smiles. "Such elegant and powerful maneuvers!"

"Yeah!" Yang grins as she slams her fists together. "Sheesh, now I wanna fight someone!"

"That's gotta hurt, that's all I got to say." Nora snickers as she gulps down a couple bagels.

The lights shine back on, and Glynda approaches from behind Cardin who clutches his ribs as he tries to get up with a grunt. She taps a few keys on her screen, and she stops in between the two.

"And that's the match." She taps Cardin's icon, dimming Team CRDL's profile. "The winner is Miss Nikos."

"Ugh… Lucky shot…" Cardin mutters as he collapses.

"Well done, Miss Nikos. You should have no problem qualifying for the tournament." Glynda turns to the redhead, and then to the students sitting in the audience. "Alright, now I know that's a tough act to follow, but we have time for one more sparring match."

"Oooo-Ooooh! ME! Professor Goodwitch, let me have a go!" Yang blasts up from her seat, raising her hand with an excited look on her face.

"Oh, Miss Xiao Long? Very well then. Let's look for an opponent for—"

"Ah, I was wondering if you'll let me have a custom setup for this match though." She interrupts her. Glynda blinks, but raises an eyebrow in acknowledgement. "Yes!"

"Yes… What are you proposing then, Miss Xiao Long?"

Yang grins as she drags Ruby and Blake down to the stage with her. "Let's go, girls!"

"Huh?!" They both yelp as they land on stage. Blake hisses at her partner. _"Yang, what're you doing?"_

Yang however ignores her yelling as she turns back to the crowd. Pointing back at Ben and Nora, she also gestures towards Pyrrha. "Me, Ruby, and Blake; versus Nora, Pyrrha, and Ben!"

Ben narrows his eyes as he points to himself. "…Why? I mean, I'm all up for it, but…"

"Ah, come on, lazy butt!" Nora grins as she grabs him, jumping down to join and land up next to Pyrrha.

"Miss Nikos, are you alright with this?" Glynda turns to the redhead. Pyrrha merely smiles as she shrugs. "Very well then. Miss Valkyrie, Miss Rose, Miss Xiao Long, Miss Belladonna, and Mr. Tennyson. Please proceed to the lockers to prepare for your match.

Ben sighs, but he turns to join with Nora and the rest of the girls. He didn't like where this was going. If the food fight that Team JNPR and RWBY had recently with him was destructive enough with just plain old materials like food, then with actual weapons it would probably be…

Messy. _Very_ messy to say the least.

* * *

 **…**

Entering the locker room, the five diverged to change into their combat clothes. As Ben opens his locker, he looks around the inside, seeing the various blueprints and products he developed during his time in Beacon so far. Looking down at the Omnitrix, he checked to make sure the quick-change mechanism was still intact. He presses the badge at the end of the device, folding it back to its normal form.

Turning it to its backside, he tapped a button which opened it up and revealed its inner workings. Snagging and tugging slightly at various points of the device, Ben smiles a bit as he closes and reattaches the mechanism back onto the Omnitrix, before gazing back into his locker.

Taking his Scroll out, he takes a look at two of the entries that Weiss supplied to him during their time at the CCT, glancing back to two items that reflected back at his eyes from within the locker.

Picking up one of the items, it took a resemblance to Yang's Ember Celica in its bracelet form. The color of the cuff was black, but the top resembled a miniature arm guard that was colored green and gray, with a small emerald gem located on the middle.

Taking that and placing it behind the Omnitrix on his forearm, he tapped a button located on the bottom. It opened up, revealing a small display screen. Tapping a few keys, it made various beeps, and then closed up. The Omnitrix's hourglass glows for a second, before dimming down with a single beep.

"Okay, that's good. Now then, time to test this bad boy out…" Ben chuckles. As Blake and Ruby close their locker doors, they shudder upon hearing his disturbing noises.

"Uhhh… Should we be worried?" Ruby turns to her cat teammate. Blake frowns.

"Only if he has another weapon to test on us…" She looks back. "And by the looks of it… I'd say he does."

"Oh… That's not good." Ruby shrinks a bit, but is then grabbed by Yang. "Ack! You gotta stop doing that, Yang!"

"What? Are you two scared you'll be beaten by the only guy in our team? Aw, you guys really do care for him!" She gives them a big grin. While Blake merely pouts a bit, Ruby instead blushes as she looks away from her.

"…Eh?" Blake turns to her, with Yang blinking in surprise and a devious smile building up on her face once again. "Ruby."

"H-Huh?! What's up?!" She backs away from them with a nervous smile. Blake's eye twitches as she gives her a deadpan look. "B-Blake?"

"…We're going to need to talk after this." Yang places her hands on her hips as she stands next to Blake, giving her sister a smug grin. "Right, Blake?"

 _"…Definitely."_ She glares at Ruby as she slams her locker.

"Uh-oh…"

* * *

 **…**

Entering the combat hall once again, everyone watched as the pairs of three started to circle around each other. The hall was once again deathly quiet as every student up in the seating held their breath in anticipation for the first move to be made. Yang Xiao Long made a bold move, creating such an event for the likes of everyone else to see. Since these fighters consisted of the school's two infamous first year student teams, there was a good chance it was going to be above Pyrrha's previous fight with Team CRDL, as she was already warmed up and ready to go from the start.

Nora grins as she holds Magnhild in her arms, giving Yang a haughty look as the Ember Celica transforms into its full form.

"This ought to be interesting." Ren says as he gathers with the rest of Team RWBY and JNPR-B.

"Why do I feel like it's going to be…"

"Chaotic?"

"Yeah, that word Weiss." Weiss helps Jaune out with his wording. "I mean, they're the craziest out of all of our team members, aren't they?"

"Not really crazy. More like…"

"Unpredictable?" Ren fills in for Weiss.

"Precisely."

Ben glances at his teammates, his eyes trailing their movements. Pyrrha had her usual calm demeanor, but Nora looked like she was ready to thrash out uncontrollably, and it was the same with Yang as well. Blake seemed to have a neutral expression as well, but as she glanced at him, she could feel her cold amber eyes drilling into him.

 _'Oh crap… Did I do anything to piss her off?'_ He sweats a little.

He shivers a bit, immediately moving his gaze towards Ruby. Expecting something between excitement and worry, instead, what he got was…a distant look? She seemed to be avoiding his eyes, turning away from him after she notices him looking at her.

 _'And I wonder what's got her all riled up.'_ He blinks in wonder, equipping Mundvridi in sword form. He rubs the edge of the blade for a second, before looking forward with a stance.

"Ruby, Blake! Let's give them all we got!" Yang says as she loads shotgun shells into Ember Celica. Blake merely grunts as she unsheathes Gambol Shroud. Ruby gulps a bit, but shakes her head as she breathes in a few times.

 _'Come on Ruby, it's just a fight…'_ Her expression hardens. Taking out Crescent Rose, she clocks its sniper rifle as Glynda walks in.

"…Alright, are both teams ready?" She glances at both teams, nodding after a moment. "Then… Let the match, begin!"

Raising her hand as she backed up, she initiates the match. Blake immediately clocks Gambol Shroud to its pistol form as she and Ruby start to aim at Team PBN. Blasting them with rounds and rounds of Dust bullets, the trio diverges off as Yang blasts forward.

"Pyrrha, Nora! _Thunderbolt!"_ Ben yells as he backs up, taking aim at Yang.

"You got it, boss man!" Nora grins. "Pyrrha!"

"I'm on it!"

Deflecting a few shots from Yang, Pyrrha first rushes in and pushes the blonde away with her shield, following up with Nora blasting Yang with a few heart grenades. Yang quickly blasts backwards to avoid the massive explosion, leaping back to Ruby and Blake. Pyrrha raises her spear, charging her weapon with yellow sparks of electricity. She then grunts as Nora jumps in front of her.

"Here we go!" Nora yells as the redhead stabs Miló into the ground, sending the wave of electricity into the hammer girl.

"Oh no." Ren sighs.

Nora raises Magnhild, changing it into its hammer form as the electricity from Pyrrha surges into her body, changing from a blinding yellow to a deadly pink. Grinning, she clenches the weapons as Ruby croaks.

"Watch out!" She yells.

Clenching her grip on Magnhild, Nora slams her hammer down onto the stage, an eruption of pink waves of thunder blasted throughout the field. The girls of Team BRY gasp as they zig zag to avoid the discharge of energy. Blake shoots Gambol Shroud into the ceiling as she grabs Yang and Ruby, letting the attack off until the energy dispersed.

"Aw, it didn't work…!" Nora cries as they drop down to the floor.

"Too much _power_ in that attack!" Yang yells. "Come on, let's fire away with our own _watt_ erful attacks!"

"Freaking la—"

 _"Dark Sunset!"_ Ruby yells.

Blake pulls Gambol Shroud down, wrapping it around Yang and Ruby. Pulling on the ribbon hard, she spins them off like a violent top. Ruby then activates her Semblance as Yang uses blasts from Ember Celica to increase their acceleration, creating a torrential blur of orange as it speeds towards Ben and company, with Crescent Rose switching to its scythe form.

"Dodge! Then strike together!" Pyrrha orders. As Ben looked onto the attack, he immediately felt sick, as did Jaune from the background.

After scattering, Pyrrha dashes towards Blake, switching Miló to sword-form and beginning in a frontal battle with the cat girl. While Yang and Ruby were still spinning, Nora and Ben ran together, skidding back as they turned around.

"What'cha got for this kind of situation, Ben?" She asks him. Ben shakes his head, before glaring with a smile.

 _"Electro Volley!"_ He responds. Nodding at each other, Ben inserts a yellow Dust Cell into Mundvridi.

First dodging the orange storm of death, as Nora and Ben ran across from one another, Mundvridi switches to semi-auto rifle mode as Ben takes aim at Nora. Shooting several shots into Magnhild, Nora spins wildly, before throwing the charged energy at the girls in a volley of yellow energy spheres.

"Crap! Ruby, disengage!" Yang yells as she lets go of her sister.  
Ruby backs off as well, dodging the attack just in time. However, as she lands on the stage, she began to feel a bit tipsy.

 _"Guuurgh… Oh God, is this how Jaune and Ben felt when they got off the airship?"_ She covers her mouth, before standing back up.

"Don't let up!" Yang pulls her away, saving her from a volley of grenades and bullets from Ben and Nora.

With Blake and Pyrrha, Blake first backflips, spawning a shadow clone. Pyrrha was prepared to jam right through it, but the cat girl grins as it begins to glow with the bright color of yellow. The redhead's eyes widen as the clone blows up, forcing her back as Blake rushes forward, slashing away at her shield.

"Pyrrha!" Nora notices this, and begins to diverge her attention towards Blake, blasting several grenades in her direction.

"Tsk…!" Backing up, Pyrrha uses the explosions to regroup with Ben and Nora. Blake backflips several times, landing next to Yang and Ruby.

"Well, this is going great…" Yang clicks her tongue. "Let's change it up then!"

"What do you suggest?" Blake glances at her partner.

"Ruby, Blake! _Blood Storm!"_

Frowning a bit, Blake reluctantly spawns several shadow clones, filling them with fire Dust. Ruby grins as she rushes forward with her Semblance, absorbing the essence of the Dust into Crescent Rose as she begins to spin around like the Grim Reaper. Ben steps back as he holds Mundvridi up, parrying the first slash from Crescent Rose before being blasted back by its explosive aftereffect.

Pyrrha jumps in after him, with Nora rolling to catch Ben before he landed on the ground. Yang and Blake joined up with Ruby as they all leaped back into the mix, with Ruby and Pyrrha being the first to collide with one another.

While Ruby grunts in an effort to continue her wide arced swings, Pyrrha uses her superior defense to maintain a steady stance as she blocked Ruby's attacks with her shields, occasionally ducking or jumping above the cutting blade. When her scythe did make contact with her shield for another time, Pyrrha took advantage of the force exerted by the explosive Crescent Rose to knock back into Blake, who was about to throw Gambol Shroud straight at Ben's face.

"Thanks, Pyrrha!" He cries out as he turns to Yang, who was about to slam her fists down on him and Nora. Blake growls as she stumbles a little.

Leaping back, Ben rushes forward with his sword-switched Mundvridi. While the blonde did have the advantage in close quarter combat, Ben's smaller stature granted him the opportunity to sneak under her unsuspecting sides. He took note of her wide swings, as that was when she attempted to finish a person off. Dodging a few punches and parrying a few blasts, as Yang stepped forward with her arm strung back, Ben smiles at the opportunity.

"…Just as I predicted. Now then… Let's try _this_ out!" He yells as he raises his left arm in a motion to block.

"Watch out, Ben! Your arm's exposed to her attack!" Pyrrha yells as she parries another blow from Ruby.

As she tried to rush to his side, Nora was seen fighting Blake. After the cat girl recovered from her stumbling, she yelped as she narrowly avoided a slap to the face from Magnhild. While she was still leaning, she slid down as she quickly prepared to use a butterfly kick performed from a windmill, yelling a bit as Nora was swept off her feet.

"Woah!"

"Come on!" Blake stands back up, jumping up and performing a downward knife hand strike with Gambol Shroud's sheath, knocking her down to the ground. Before she could finish her off, Nora quickly rolls to her side and onto her knees.

Grabbing Blake as she landed by her collar, she tries to defeat her with a takedown to the floor face first. However, Blake quickly produces a shadow clone, this time with ice Dust reinforcing it.

"Ah, crap!" Nora yells as she continues her motion, activating the clone's effect. Exploding, she squeaks as ice begins to trap her, giving Blake enough time to rush back again after being flung back from her summon.

"This is it!" Dashing as fast as she could, she pushes her legs against the ground with great force, leaping high into the air. Nora watches with horror as she produces another clone, using the momentum to plunge down onto her.

"Shiiiiiiiii—"

Slamming onto her head with a hard axe kick, Nora does a spit take as her head is slapped down, eyes popping out as she lets out a funny croak. Blake's ice clone finally shatters as Nora drops to the floor in a comical matter.

"Whew…" Breathing out, Blake turns her eyes back to her teammates, who were currently battling Ben and Pyrrha when a flash of green from the green eyed youth appears.

As Yang's punch landed on his left arm, the device he attached opened up as the gem glowed, generating a holographic shield that parried the attack for him. Unfortunately, that ripped that part of his sleeve, but everyone else could see the new work of art in its full wake. Weiss smiles from the audience.

"I knew he could use it…!" She clenches her fist. Jaune and Ren turn to her in question.

"What kind of device did he make this time?" Ren asks.

"An energy shield?" Jaune guesses. Weiss gives them a smirk as she points down. "What?"

"Watch and learn." She simply says.

Pushing her arm with with a shout, the energy shield changes into a holographic fist that wrapped around his arm, allowing him to give the blonde a hard knuckle. Yang winces as she skids back, putting her arms up into a boxing stance as she looks forward.

"Ha, it worked!" He says as he looks down at the device. The gem was glowing, and the workings opened up to generate the currently seen fist of light.

Yang frowns, but nonetheless returns to her usual smile as she pumps Ember Celica. Ruby was enthralled by the new demonstration of tech, but Blake snaps her back to place with a poke to the cheek.

"Ben, what is that?" Pyrrha looks over.

"Phase Energy Projector, prototype version." He says as he holds it up, before taking a stance. "I'll tell you about it later. Come on!"

Pushing forward together, Blake and Ruby form up in front of Yang to engage with the two. Pyrrha places her shield on top of her as Ben leaps up, jumping off from it as he blasts the girls with Mundvridi's auto rifle. Forcing the two apart, Pyrrha once again went for Blake while Ben and Ruby went in another direction.

Yang, as much as she would like to fight Ben, actually decides not to. With a sneaky grin forming on her face as she looks at her sister and her…good friend, she then turns to Blake, blasting herself towards her direction. Pyrrha sees her coming, and blocks a blast to the face with her shield. She then rolls to the side to avoid a swing from Gambol Shroud. Switching her weapon to its rifle mode, she aims to take a few shots at the black and yellow pair as they started to move in.

"Blake!" Yang yells out to her partner. She seemed to know what she wanted to do.

"I got it!" Preparing a familiar attack, from the audience, Weiss frowns a bit upon seeing the move.

 _"Bumblebee?"_ She blinks. Jaune and Ren turn to her in question.

"Bumblebee? Like her bike?" The blonde asks.

"I think she's referring to a team attack. You know, like you and Ben insisted on us making?" Ren corrects him. Jaune shudders a bit. "I wonder what kind of attack it is though."

Yang latches on to one end of Gambol Shroud after Blake throws it at her. Blake then swings Yang to create momentum for her punch whilst firing Ember Celica. Ben holds his arm up, with his fist reforming to the previously shown green shield.

"Pyrrha! _Iron Guard!"_ He yells, a slight surprise to the redhead.

"Acknowledged!"

Holding her shield up along with Ben's, they wait until Yang comes in for the killing blow, activating her Semblance as she does so. Her eyes turn red for a split second as her hair glows, and she yells loudly as she swings Ember Celica at the two after letting go of Gambol Shroud.

Gritting her teeth as she pushes against them, Ben and Pyrrha struggle to keep their footing as they started to get skidded back. Blake catches her weapon, and she and Ruby watch as the blonde continues to her forceful attempt through their guard.

While putting more force into her attack, Yang brings her spare arm out, firing off shots with her left gauntlet in order to add more momentum to herself. Ben grunts a little as he turns to Pyrrha.

"Pyrrha, now!"

Clenching their fists, they gather their Aura for a brief moment, using all of it to push forward for an instant. Their shields glow, and Yang yelps as she is blasted away by their wave of Aura, knocking her off the stage and flinging her all the way to Weiss, who gets up and backs away from her crashing onto the seats.

"Yang! Geez, you alright?" Jaune asks. The female blonde moans a bit as she rubs her head, before sitting up.

"Ouch…" Shaking her head, she frowns as she finally notices where she was. "Heh, they got me good…"

"A little too much of a push." Weiss comments. "But it seems that the prototype is working nicely for Ben."

"Prototype? What, was that something you had Ben made for you?" Yang looks at her teammate in suspicion as she stands up, wiping some dust off herself. "Because that thing is sturdy as _heck_."

She points down to him as Ember Celica retracts. "Well… I had a part in it, but I didn't think he would have a working prototype done so quickly."

"Well, he's not's called a weapon junky like Ruby for nothing, that's for sure." She chuckles. Weiss smiles as the blonde sits down again, and this time on a proper seat.

Ben glances behind him, smirking as the shield deactivates. "One down…"

"And two to go." Pyrrha finishes.

"Oh snap…" Ruby gulps. "Blake, what should we do now?"

"…That brief flash of Aura must've been taxing. I doubt that the Aura between the two of them is sufficient to go on for a long fight." Blake analyzes, narrowing her eyes. "Let's go with a frontal assault, knocking away one of them long enough for us to target and neutralize the other by ourselves."

Ruby blinks, trying to translate her plan into her mind. "Uhh… Sure. Who do we target first?"

"Heh, is that a question?" Blake smiles. "Follow my lead."

Dashing forward, Blake aims Gambol Shroud at Pyrrha, shooting a volley of bullets towards her. The redhead quickly blocks with her shield, but it was then that Blake and Ruby came forward with the scythe girl's Semblance, knocking her away for a moment.

"Oh, shit!" Ben says as he tries to shoot Blake.

"Language!" She retorts. Dodging by rolling left, Blake glances at Ruby. "Ruby, I got Pyrrha! He's all yours!"

 _'All mine… All…_ mine... _A-Ah geez, get those dirty thoughts out your head, Ruby!'_ She blushes a bit, before focusing on Ben. The Omnitrix wielder raised an eyebrow in question, but his eyes quickly widen as he blocks a slash from Crescent Rose.

"S-Soo… Going for a split off, huh?" He grunts.

Pushing her off, he attempts to swing at Ruby with a spin slash. Ruby shoots herself back to avoid the swing, skidding back a few feet and reaches for her waist. She loads a Dust magazine with a flame symbol on it, aiming Crescent Rose at him before he turned around.

 _"Fire in the hole!"_ She says as she blasts him with a devious smile on her face.

"Uuuuwhuuah!" As the dust bullet exploded on his rear, Ruby laughs as Ben jumps around. Some of the audience seemed to have been snickering in the background, but Glynda shuts them up as she glares at them from the dark.

"Ah, _hot, hot, hot_!" Wailing around with a higher pitch, Weiss snickers as he tries to put out the flame on his rear. "Darn it, Ruby! I didn't think you could pun so well!"

Taking a blue Dust cell from his pouch, he quickly loads it onto Mundvridi, shooting a blast above himself. Much to his embarrassment, the shot ricocheted from the ceiling, with his head and flames coated after it splattered across his body. He sighs in relief, before frowning at the girl.

"Watch it, Ruby! Aura can't protect clothes, you know!" While the burn was gone, Ben's pants now had a large black burnt spot, and he was soaked to the core. He cries fake tears as he points down to it.

"Teehee!" She sticks her tongue out. "It's all about opportunity!"

"Opportunity? Then how about this!" Growling, Ben lowers Mundvridi, aiming at her with his device as it began to form into the shape of a hand cannon.

The barrel of the holographic weapon begins to charge up, and quite quickly at that. Ruby's eyes widen as she gasps, retracting Crescent Rose as she starts to rush off. "Oh, truck!"

"Lan—Oh shit." Blake and Pyrrha turn around, only to see a zipping projectile of green being blasted off by Ben's cannon. The two were unable to react in time as they were blown away off stage, much to Ruby and Ben's chagrin as they landed with grunts next to Glynda.

"Aw, donuts…" He narrows his eyes as he smiles nervously. "Uh, sorry!"

 _"We're okay!"_ Pyrrha yells from off stage.

Leaving the two alone on stage, the audience's eyes came together as they unraveled their weapons once again. Ruby knew that the new device on his arm had defense and offense. And not just that, but he also had the Omnitrix at his disposal too, if the situation had gotten bad enough for him to actually use it. She knew that he would only use it as a last resort, just like Pyrrha with her Semblance, they would both try to fight as fair as they could.

As they slid in slowly towards the center of the stage, she kept an eye on his left leg and right arm. Along with his usage with his equipment, she also took note of his gestures and overall movement habits. He had a habit of starting with his left foot whenever he went for a lunging attack, and would swing to his left whenever he used Mundvridi.

From the entrance of the room, two students entered. One was Velvet, who had a smile on her face as she dragged another girl into the room. The other was a girl who wore a pair of dark aviator glasses.

She had fair skin, short dark-brown hair, and dark-brown eyes, with wavy locks on one side of her face that were dyed with a gradient that started in dark brown and transitioned to caramel. Her clothes consisted of a long, cocoa-colored shirt with a dark brown waist cincher, long, dark brown trousers with ribbons on the left side, and a brown belt with bullets. Another cocoa-colored belt of bullets with a gold crosshairs buckle were seen on top of it, and there appeared to have been a drape of black that hanged on her right side. She wore a pair of dark brown, high-heeled leather boots with buckles, and a brown beret. She was seen holding a black shoulder bag with gold studs, which was held by a bandolier strap that held her emblem; which was a golden crosshair. Her suitcase was the thing held by the strap, but something seemed…iffy about it.

"Hey, look Coco!" Velvet bounces. "That's the guy I was talking about at first. Down there on the stage!"

Coco lifts her shades up, as the dark glasses practically blinded her in the dark room. Looking down at the stage, she whistles a bit upon seeing Ben facing Ruby.

"Oh, he's a cutie! And he actually helped you? Must be a tough _cocoa_!"

"Well, it's actually tough _cookie_ …but yeah! He's really cool!" Velvet tries to correct her. "He has all sorts of neat tricks he can do! I'll introduce him to you after they're done fighting!"

Coco turns to her Faunus teammate, surprised at how jumpy she was. "Wow, I've never seen you like this before. You must really like your junior like a brother I guess?"

"A-A brother? Well… I suppose you can say that. He's a bit airheaded when it comes to weapons and the like, but it adds to his cuteness."

"Ha! Well, at least he dresses good. But…I reckon he could use a bit of a makeover from a pro!" Coco says as she grins. "Whatdya say we take him to the shopping district and get to know him better?"

"B-But that'd be just being nosy! A-And besides, I recently asked for help on a recent history assignment from him the other day! He already got to know me and some of my other Faunus friends, you know?"

"Oh come on, Velvet! This is why you got bullied in the first place! Your shy demeanor prevents you from being socially able, ya know? Come on, it's not too hard to take your friend out, you're just…you know, hanging out!" Coco explains.

Velvet contemplates the idea with an unsure expression, but she soon succumbs to the idea as her ears perk up. "Well, I suppose it couldn't hurt…"

"Perfect! Now then, let's see how tough this kid is!" Coco chuckles as they sit down and watch the match. Velvet wondered if this was a good thing to do.

Moving back to the fight, Ruby's eyes constantly went down to Ben's feet. She was waiting for the exact moment to counter him, because it was just a matter of reacting to his movements in time…

 _'Watch out for the blade, watch for the gun, watch out for the—There!'_

Ben immediately rushed towards Ruby by pushing off with his left foot as predicted, bringing his broad sword to his front. Raising his arm again, she brought Crescent Rose up to block his leftwards swipe, parrying it and knocking him back with the blunted end. As he stepped back to rub his face, Ruby speeds with a blasted shot, ramming into his chest with her shoulder.

"Gah!" Wincing, he skids back a little before aiming Mundvridi at her. Quickly taking a dark blue Dust cell from his pouch and inserting it, the rifle glows dark blue as it shoots out shards of ice onto the ground.

As Ruby moves in to deal another slash, the ice shards dig into the stage, changing the floor into a slippery layer of ice. Her eyes widen as he stops herself from stepping onto the cold surface, giving Ben a dirty smile as he holds Mundvridi up.

"Hey Ruby, check this out!" Ben says. "I've been working on giving Mundvridi some additional functions!"

Ruby gives him a confused look, before smiling once again in anticipation. From across the floor of ice, he raises Mundvridi back in a motion that looked like he was going to throw it. Much to everyone's surprise though, as he swiped it across, the bladed ends of Mundvridi detached, with the separated parts extending across the stage towards Ruby like a whip.

"What the?" Ruby lowers herself to the ground, barely dodging the attack as the blades retract to the main stock with a snap.

Blake gives an interesting look. "He added a whip sword mechanic to the weapon…"

"I think it suits his speedy style of fighting, don't you think?" Pyrrha smiles. The cat girl sweat drops, wondering if she said that for some other kind of reason.

Launching the whip blade at Ruby once more, the scythe girl jumps to her side, shooting herself upwards in order to get across the ice. As Mundvridi's blades came back, Ben attempts to intercept her airborne position, aiming his left arm cannon. Blasting several projectiles of green in her direction, Ruby twirls midair and slices apart the rest, landing in front of him.

"Time to finish this!" She yells as she swings Crescent Rose as hard as she could towards Ben's right cheek.

"Oh yeah?!"

Ben was going to leap back, but as he glances behind him his eyes widen at the fact that he was right next to the wall. Sighing for a split second, the energy cannon reforms into a fist. Pouring a large amount of energy into it, he swings it towards Ruby's cheek right as Crescent Rose nears his own.

Everyone watches as time slows for a bit, with the two weapons smacking their opponents across the face. They both do spit takes, and the momentum from their attacks on each other causes them to let go of their weapons as they spin around in a comical matter, falling onto the ground with unpleasant thuds. Ruby laid on Ben as their eyes spun around, the two of them groaning as their cheeks swelled in red from their previous endeavor.

 _"Uhhhhhwa…"_ Miniature Nevermores could be seen swirling above their heads as Ruby and Ben laid on the stage.

Glynda's eye twitches, but she quickly breathes in and out to get the annoying expression on her face off as she walks forward. Pressing on her screen, the lights turn back on, revealing all the damage that the teams did to the stage. The blonde tilts her glasses up as she clears her throat.

" _Ahem…_ Well, I can say that was…an interesting match to say the least, despite this unorthodox ending. Since the last two members of each team were eliminated at the same time, this match is a draw." She says as she presses Ben's and Ruby's icons, dimming their profiles alongside their teams.

She first looks down at Ben and Ruby, then at the unconscious Nora, and then to Pyrrha, who was seen supporting Blake.

"I admire both teams' adaptiveness to the unique situation brought to them, as the team combinations unleashed by specific members allowed each of you to show your talents. Miss Nikos and Miss Valkyrie showed surprising results in taking advantage of both their Semblances to engage in powerful attacks, and Mr. Tennyson displayed an onward profile of leadership and support."

"Thank you again, Professor." Pyrrha smiles as she nods slightly.

"Miss Xiao Long's team displayed an excellent showing of power and speed. Miss Rose's combination with her sister after being launched by Miss Belladonna proved to be a rather complex, yet deadly attack that could only be performed by people with their unique abilities. Also, Miss Belladonna's ability to calmly counteract and maneuver around the battlefield was an impressive feat in itself. Both teams performed quite extraordinary, to put it to simple terms."

Finishing her recall with a tap on her screen, she tips her crop up, using her Semblance to repair all the damage done to the stage. As the screen contracted, she turns to the other members of Team RWBY and JNPR.

"Now then, I would like all of you to take these experiences you just saw to heart. No doubt they will help to give you an idea of what the Vytal Festival's tournaments will be like in the upcoming future."

Everyone chatters a bit, and Glynda flicks her crop once more, ringing a bell from afar. "Alright, if there are no questions… Class dismissed! Miss Schnee, Mr. Ren, if you and your other teammates would be as kind as to support your fallen fighters."

"Of course." Weiss says, as she, Yang, Ren, and Jaune walk down to the stage.

The snow girl gives Blake a Pyrrha a smile as the redhead hands the cat girl to her. Ren and Jaune walk over to Nora, who was now snoring. The blonde snickers a bit as Ren pokes her cheek, but nevertheless he smiles as well. As Yang, Blake, and Weiss walked over to Ruby and Ben, the first thing they noticed…that the two were actually in quite the adorable position, despite the injuries on their face.

"Ohhh… How adorable!" Pyrrha covers her cheeks with her hands. Yang smiles warmly, but as she turns to Blake, she immediately sweat drops upon seeing her cat eyes staring down coldly at the two.

"They're…holding hands…" She utters with no emotion.

Now that a little time passed, the two were simply fainted, with Ruby laying down on Ben's body like a pillow as their left hands were held together. Most of the cast simply smiled as Yang picks them up piggyback.

 _'I knew this was happening.'_ She smiles again, and as she glances at Ren, he nods with a salute.

 _'Mission, start?'_

 _"Mission, start~!'_

* * *

 **…**

Around an hour or so later, Ben and Ruby were seen in the infirmary. Nora was already awake, as the insane durability of the hammer girl was nothing to take lightly. Well that, and the smell of pancakes coming back from the kitchen. Ren screamed like a girl once he saw the beast of a girl crash out from the wall.

But back inside the infirmary, as the rest of Teams RWBY and JNPR sat together, they decided to spend the time chattering with one another until their two teammates woke up.

"Wait, so let me get this straight; you got some schematics from your family and gave them to Ben basically?" Yang gestures to Weiss.

"Pretty much. The thing about that device he used at first was that despite its overall usefulness for an incredible amount of scenarios, the main problem was maintaining the projections with an exceptional power source." She explains.

Blake looks down at Ben, and then back to Weiss. "So, how did you think Ben was going to find a way to stabilize it then?"

"Well, take a look at it this way. All of those transformations from the Omnitrix must take an extraordinary amount of energy to perform. After all, it creates matter from energy in order to supply things like wings, or a bigger mass to his forms. It must have quite the power source to maintain the transformations and allow him to change in battle." Pyrrha explains to Blake.

"Precisely. I didn't ask Ben in detail, but I assume that the Omnitrix's power source must be impossible to synthesize here, so why not test our prototype weapon that uses too much energy with that of an alien power cell?" Weiss smiles.

"It does make you wonder how many forms are in that thing though." Jaune speaks out. The girls nod in conjunction, being curious about the device themselves.

As they turned to the two, from the entrance way, Velvet's ears peek in. "Hello?"

"Velvet?" Blake turns to the bunny Faunus. Coco smiles as she walks in, dragging her into the room. "And...Coco?"

"'Sup!" She raises a hand, releasing said girl from her grasp. "How's our little fighters doing?"

"Oh, they're just resting right now. They kinda punched each other a little _too_ hard." Yang says with a smile. "What's up?"

"Ah, Velvet here just wanted to introduce me to your little friend here before our team went out on our annual mission outside the Kingdom. She told me how he and the rest of your guys helped her out with some bullies and the like. Thanks again by the way." She gives a thumbs up.

"I-It wasn't much, Coco…" Velvet's ears move up and down.

"Wasn't much? You made friends out of two awesome first year teams, plus a kid that can transform into all sorts of monsters and stuff, isn't that what you told me?" Coco turns to her.

"A-Ah, Ben preferred for the Omnnitrix to be kept secret from the rest of the school besides us, Professor Ozpin and Professor Goodwitch." Pyrrha advises them. "Can you two keep it a secret for his sake?"

"Hmm? Oh, sure then! I don't see why he would bother keeping it a secret though. I mean, isn't it his Semblance?"

"Er…not really." Weiss replies. "It's a bit a complicated, but getting back to the topic…"

"Oh, right. The amount of forms the Omnitrix has." Jaune blinks. Everyone turns to him. "Should we really check though? Feels like we're invading his privacy or something."

"Eh, what harm can it do?" Yang shrugs. "It's not like he has an enormous form that can destroy the entire academy with a death laser or something."

"But didn't you see Humungousaur at the food fight though?" Blake replies to her partner. "That form was already big enough to burst out from this room. He probably _does_ have something like that."

"Well, it'll still be cool to see, am I right?"

"Certainly." Pyrrha adds. "Most of his known forms have unique abilities. Big Chill was able to manipulate ice and phase through solid matter, and Lodestar had the ability of magnetism."

"Ice and Magnets? Oh, now I'm interested…!" Coco chuckles as she walks to Ben, standing in front of him while shadowing over his face. "So, where's this device again?"

"C-Coco!" Velvet tries to stop her, but as the cocoa haired girl took the blanket off of Ben, she looks down to see the alien watch on his wrist.

"Aha! There you are…" Sitting down, everyone gulped as she took his arm up. "So, this is the thing that transforms him into those monsters?"

"Well, technically they're aliens…" Jaune corrects her, but Coco ignores him as she looks around the device. "Uhh, what're you doing?"

"Trying to see how to activate this thing. It's like a watch, right? There must be some kind of dial or button to press then."

Tapping the Omnitrix a few times after looking around the circumference of the device, she accidentally taps one of the dial switches. Widening her eyes in interest, she presses both of them, activating said device. She backs up slightly as she takes her shades off, her eyes looking down as the core spins and pops out.

"OoooooooOOOoooooooo…! Cool!" She whistles.

"Should we be worried?" Jaune turns to Yang. "I mean, what if she accidentally taps down on a form that's big like you said? It's not like we can tell how big the form actually is right?"

"Yeah… The Omnitrix does show its selections through holograms, but it doesn't really tell us the size of the form actually." Blake confirms. "Be careful, Coco."

"Relax! I'm not going to push it back down. So, you turn the dial right?" She says as she places her hand on the watch-like dial, turning it once to the right. The image of a familiar speedster alien popped up in as a dark green hologram, making Coco's eyes glisten.

"Hey, hey, what's this one?" She turns back to the group.

"That's XLR8. The name's a pun on the actual word." Yang chuckles. "He can go reaaaally fast, like so fast that he comes a blur! It's even faster than Ruby's Semblance."

"Really? I gotta see that for myself one of these days." Coco turns back with a deep look on her face. Turning it again, XLR8's hologram changed to that of Brainstorm."

"A crab? What's this guy's deal, being really smart?" She snickers.

"Well, he can open those plates on his skull to release electricity through his brain." Jaune answers. "It was kind of gross when we first saw it, in my opinion."

"Well, everything's unique, I guess?" Velvet smiles nervously. "I think we should stop though, Coco."

Coco merely turns to her with a smile on her face, but as she was going to turn the dial once again, Ben groans a bit as he frowns in his sleep. Everyone turns to the brown haired boy as he tries to move his arm.

"Oh… What's he dreaming about, I wonder?" Coco smirks.

"…Probably…"

"Something bad. Ben has pretty bad sleep habits." Yang shudders. "We should probably get out of here before he—"

Much to her and everyone's despair besides Velvet and Coco, Ben growls as he turns the dial a couple of times, slapping the core down as he turns his body to lay on his stomach. The signature flash of green blinds everyone for a moment, before seeing him replaced with a crystalline humanoid.

This form made of highly durable crystal, with his body covered in a protective silicon-based rock, while the exposed crystal was magenta. The rock body covered his legs and arms with several black lines and dots on them. They were also magenta shards all over his body: six on his back, two on their chest and one on top of their small, purple head, resembling a horn. He had one large, green cyclopean eye, and wore a black and white uniform with green lines going down his sides. The Omnitrix dial was located on his collarbone.

"Ah crap, what can this one do?" Yang hides behind Weiss.

"It has a crystalline body like Diamondhead. Maybe he has similar abilities like—OH CRAP WATCH OUT FOR THAT LASER!" Blake pushes everyone down as Ben turns onto his back, waving his arms about as ultraviolet beams came out from his fists.

The energy started to rebound throughout the room, making everyone squirm around as they tried not to get hit. Weiss quickly takes out her rapier and holds it up towards the middle of the room, in which the laser beams eventually came up and collided with. Everyone sighs in relief as the blade absorbs the energy.

"Shit, someone turn that thing off!" Yang barks.

"Wait, is he sleep _aliening_?!" Velvet squeaks as her ears pop up. "And why isn't Ruby waking up?"

Pyrrha climbs over her friends and climbs onto Ben. She was a little confused on how she could hear him snore, as his mouth wasn't even open. It also didn't help that his eye didn't have eyelids, so his green eye was constantly gazing up to her as she stood on top of him. Looking down at the Omnitrix dial, Pyrrha frowns as she prepares to slap it.

"Uhh, he usually changes back hitting the dial again, right?" She tries to confirm with everyone else. "Because I'm sure he can also change to a different form if he taps it as well."

"Just slap it, please!" Jaune cries out. Pyrrha obliges his order, tapping the Omnitrix dial as she crouches down.

Another flash of green blinds Pyrrha for a moment, and as she opens her eyes, everyone peeks up to see Bunny Ben instead. Velvet's scared expression turns to an adoring one as she swoons over the sleeping boy.

"Awww, how adorable!" She yells.

"A-Ah, not too loud!"

"…What's adorable…?" Ben grunt as his eyes remained close, before opening them with a slight frown. Turning to his side, he sees Velvet and Coco in his face. "…Velvet? Coco? What're you guys doing here? And…why are you holding my hand?"

"Uhhh… We…were curious about how many transformations you had. Well, Coco was." The bunny girl answers him as Ben sits up. He rubs his jaw for a second, grunting a little.

"Ack, my jaw… Ruby really let me have it at first…" He says as he turns to his right, seeing the still sleeping Ruby in her bed. "How long was I out for?"

"Around an hour or so." Blake says. "How're you feeling?"

"Slightly confused to what's going on? Otherwise, pretty good." He answers as he looks around. "So, you guys wanted to know how many forms I currently have at the moment or something."

"Yeah… And I wanna talk about how you stabilized the Energy Projector." Weiss adds. Ben rubs his head, sighing a bit.

"Uhh, let me clear my head first." He says as he shakes his head and rubs his eyes. "Alright, first question."

"Regarding the Energy Projector, you might've already guessed it, but I synced it up to the Omnitrix's power source. I went over the schematics you sent me, primarily noticing the absurd amount of energy that each construct used." Ben starts.

"So you in turn used the Omnitrix to counteract the large energy consumption by adding a ridiculously large energy supplier." Weiss figures out. "Just like I predicted."

"Yeah, but I was wondering if there could be a way to develop an alternate power source, one that isn't the Omnitrix itself. You know, for other people to use besides myself maybe." The Omnitrix wielder says as he takes the constructing bracelet off.

"An alternative source of energy… Interesting." She simply says as she smiles. Ben nods, and turns back to everyone else.

"And…regarding your question, Velvet." He taps a few buttons on the Omnitrix. "I have around… 60 or so transformations currently unlocked, I think. You guys have already seen…23 I believe."

"At least 60?!" Jaune cups his cheeks. "That's more than the 58 flavors of Bunny Deluxe's Ice Cream!"

"I know, right?!" Velvet yells surprisingly. "Oh…Excuse me."

"No, keep your voice high up!" Coco slaps her back. "And that's pretty cool as well! It'll make for more and more surprises when we finally see them."

"Ha… Thanks. So, why are you guys here for?" Ben turns to the duo.

"O-Oh. Coco and I were wondering if you would like to hang out for a bit before Team CFVY goes out for their mission." The bunny girl's twitch. "I-If it's okay with you of course!"

"Sure." He turns to his team members of Team JNPR-B. "Jaune, you and the guys don't mind, right?"

"I'm alright with it." The blonde nods. "It's good to spend time with friends from outside your own team."

"Then it's settled." Ben says as he gets out of the bed. "Where were you having in mind to go to then, Velvet?"

"That's for me to tell ya, kiddo." Coco grins as she wraps an arm around him. Dragging him and Velvet out of the room, she gives the rest of the first years a salute.

"See ya later!" She says as she zooms away without a trace of her figure left. A few seconds later, Ren and Nora could be seen entering the room.

"Huh. Who was that?"

"Coco and Velvet." Blake shrugs. "They just took Ben out."

"Oh. How's Ruby?" He asks.

"Still sleeping. I reckon she'll come by soon though." Yang smiles as she looks down at her sister. The smile was for another reason though.

"Well, we should let her rest. We already made enough noise with Ben." Pyrrha suggests. "Come on, let's go after some of the notes from yesterday's lecture."

"Whaaa...? Come on, Pyrrha. You know I suck at history." Jaune groans. Nora however grips him with her arm with a grin.

"All the more reason then! You and I are the opposites of our smarties, after all! Isn't that right, Ren?"

"Whatever you say, Nora… Come, let's go." He says as Team JNPR exits the room.

Blake and Weiss shrug at each other, but they too start to near the exit. Turning to Yang, they wave to her. "Blake and I are going to go over Professor Port's lecture from the other day. We'll be in the library."

"I gotcha. I'm just accompanying Ruby for a little bit longer." Yang gestures back. The two leave, and Yang waits for around half a minute after they close the infirmary's door.

Turning down to Ruby's sleeping face, she gives her a mischievous smile as she pinches her cheeks. "Come on sleepy head! I noticed you were faking it for a while now!"

"Ow, ow, ow! Cut it out Yang! My cheeks still hurt from Ben's punch…" Ruby cries out a little as she sits up, pushing her sister's hands away from her face.

Yang sits down on the bed that Ben was previously on, crossing her legs as she turns to Ruby. "…You look like you want to say something."

Ruby avoids her gaze as her cheeks turn red, but she sighs a bit. "Well…"

"Is it about Ben?" She guesses. Her eyes contract slightly as her blush turns a bit darker. "Ah… I knew it."

"Yang… There's this weird feeling in my chest. Like…it's tugging at me." Ruby admits. "What's wrong with me?"

"Well, let me ask you a question." Yang pats her shoulder. "When Coco and Velvet were over on Ben, how were you feeling just then?"

Ruby looks into the blonde's eyes, noticing how serious her expression was. She looks down for a second, thinking about what to say as her mouth opens slightly. Yang could tell she really was being troubled by this.

"…You were probably feeling…jealousy." Yang answers for her. Ruby's eyes widen as she looks back at her.

"J-Jealously? What would I be jealous for? I had nothing to be jealous _of_ …"

"But you did. You were jealous of those two girls being so touchy with Ben, at how casual they were with him. Whenever you were in contact or close to him, how would you usually react?"

"…Like I was being conscious about my surrounds, the distance between me and him?" Ruby says with an unsure tone as she places a hand on her chest. "Like if I got to close to him, something in me would just…open up and change."

"And it's only with Ben, right? Not with any other guys you've met so far like Jaune or Ren?"

"…Yeah."

Getting the answer she wanted, Yang smiles a bit as she closes her eyes, placing her hands on Ruby's shoulders. Gazing at her eyes, she went up front with her words as she opened her mouth. She decided that now was the best time to explain this growing situation to her dear little sister that was in the middle of growing to a young lady.

 _"Ruby, what you have…is a crush on him. On Ben."_

Her words echoed through Ruby's ears. She gives the blonde a deadpan look for a few moments, but immediately afterwards, her pupils contracted immensely as her face puffed a steamy cloud of red, covering her mouth with her cloak as she looks down.

"I…have a crush? On…Ben?" She whispered to herself. Her face was as red as her cloak, something that Yang decided not to joke on.

"I don't think I'm the only one who's noticed, you know." She tries to reassure her. "Ren, Blake, and even Weiss know."

"W-What?! How?"

"Well… Every so often when we were together, you would display…moments of affection for him, even if it was unconsciously. I first saw this when Ben saved you from the Deathstalker during the Initiation."

"All the way from back then? I…I didn't know." Ruby blinks. "Am I really…in love with him?"

"Well… If you want my personal opinion…" She leans down next to Ruby's ear. _"I think the two of you are perfect together…"_

Ruby explodes like cherry blossoms as she backs away from her sister. "Y-Yang!"

"He-he, you're so cute!" She says as she hugs her, rubbing her cheek against hers. "You know, if you want to make yourselves an official thing…"

"W-What? What do you mean by that?"

"…Don't you know what's going on in the near future?" She says with a naughty smile. "It's a perfect opportunity to convey your feelings to him!"

"H-Huh?! You're not talking about—"

"The **Prom**? Oh yes, Ruby… And I think Ben's starting to become aware of his own feelings as well. Blake and I have notice his little tidbits of awareness, even if he tries to hide it from us."

"You mean…"

"I think he feels the same way." Yang answers her as she places a finger on her heart. "I think it's the perfect chance to do so."

"B-But what if he doesn't actually? What if he thinks I'm weird?" Ruby huddles herself in her bed covers, though she squeaks upon seeing Yang uncovering her.

"I can guarantee that he'll return your feelings with mutual respect! He's always enjoyed your company, whether if it was in class or during any of our little shenanigans!" Yang continues to convince her.

"Y-You think?" Ruby places her fingers on her lips. "Now that you mention it, he didn't seem to hate that kiss we had during back then…"

Although she was speaking very quietly as she said that, Yang's eyes widened as a big grin appears on her face. _"Ooooooh… You two kissed?"_

"Y-Yang?"

"…Tell me _all_ about it, little sister. I'll give you the best technique that will make him falls head over heels for you!" She says as she drags her out of the infirmary.

"Oh no…" She covers her face as her blush continues to maintain itself. Yang pulls on her cloak, a big smile on her face as she closes the door.

 _'Ahhhh… My little siblings are growing up~! I should go tell Dad about this!'_ She cries out tears of joy as she walks off with Ruby in tow.

* * *

 **…**

With Weiss and Blake, as the two girls were exiting their dorm room with notes in hand, it was then that Weiss got a bit curious with the cat girl's expression.

"Blake? You have a strange expression on her face." She points out.

"…I do?" She places a hand on her face, blinking a little. "Oh… I think I do. I wonder why."

"Is it…something that you were talking about with Yang or something before your match started, perhaps?" Weiss guesses. Blake tries to recall the events that happened before, and Weiss witnesses her face going from a frown to an aggressive glare, though not pointed at her of course.

"So… did you just remember something?" She nervously asks.

"…Yeah, let's just say that." Blake narrows her eyes as she and Weiss leave the dormitory.

"…Can I ask what was the— _*RING*_ Oh, it's your Scroll."

Letting her textbooks and notes rest on one arm, Blake digs into her pocket and takes out her Scroll. Looking at the identity of the caller, her eyes widen for a second as she answers the call.

"…Hello? What's the matter?" She asks with a tinge of worry in her voice. Weiss notices this, but keeps quiet in respect of her call.

 _"…Blake, it's me."_ Tukson responds. _"I think the White Fang are on to me."_

"What?!" Blake yells as she clenches her hand that held her Scroll. "When? How?"

 _"Right now, it doesn't really matter. They found out where I am, and I think they're going to send a hit squad or some other sort to hunt me down. I'm preparing to leave the city right now as we speak."_

"But it does matter! Who contacted you? Why do you know they're onto you?"

 _"…I got a call from someone that seemed to be associated with Roman Torchwick. It was a woman's voice, though I couldn't trace the voice back with any of my tools."_ Tukson reveals.

Blake frowns once again. "Then where are you planning to go?"

 _"I was planning to take a ship to Vacuo, but I decided to go for Menagerie instead to update your folks about the current situation with the White Fang and possibly seek shelter there."_ He answers. _"I'll be leaving by nightfall."_

Taking this information in, Blake ends the call, looking for a second. Weiss takes this opportunity to ask her what was up. "Blake? Is someone in trouble?"

"Yeah… But before you ask, as much as I would like help from you guys, I feel like you guys are going be in danger this time around if you came. I'll be going at this solo." She explains. "But don't worry, it isn't as dangerous as that time at the Docks or the Paladin incident."

"But…" Blake gives her a smile as she pats her shoulder.

"Trust me… Okay?"

"…Fine. Just take care of yourself, alright? After all, you promised me you would tell us about any problems you had." Weiss worries for her teammate.

"I know. Thank you, Weiss." Handing the girl her books and notes, she turns around and begins to leap away onto some rooftops, quickly leaving the Academy grounds.

Weiss couldn't help but worry, but she sighs. "You better come back alive…"

* * *

 **…**

A few hours passed, with the scene cutting back to Coco walking with Velvet and Ben. The sunset was now starting to fall off as they returned to the dormitory grounds. As they traveled up the flights of stairs, Ben and company arrived at Team CFVY's room.

"Ah, that was a blast!" Coco smiles. "I really think you have the potential to become a fashion model when you become older, you know?"

"Ugh… Please don't remind me… If the girls saw me in any of those uniforms, they'd treat me even more like a doll." Ben blushes slightly as he avoids her gaze, back in his human form.

"Still, I think if some girls took a good look at you, they'd probably fall head over heels for you! Ain't that right, Velvet?" Coco says with certainty in her voice.

"Yes! You looked incredibly handsome and cute in those outfits, you know?" She points down to a bag that Ben was carrying.

"Y-You think…?" Ben rubs the back of his head as his blush deepens a bit. "I've never had a chance to think about things like this."

Velvet and Coco weren't expecting such an answer from him. They both game him big smiles as Velvet stands behind him, placing her hands on his shoulders as she crouches. Ben gasps a little as she giggles.

"Ben, do you have a girl you like?" The bunny girl asks. Ben blushes, shaking his head. "Oh, I think that's a yes!"

"N-No! I have no idea what you're talking about!" He blurts out in denial. Coco however, had other thoughts as she cups her chin.

"Oh… If I had to guess, it's one of the girls from those two teams you're associated with. I don't think it's Yang, Pyrrha or Nora… Probably not Blake or Weiss either…"

"Which only leaves…" Velvet and Coco look at each other, before giggling.

"Please don't say it…" Ben covers his face in embarrassment.

"He likes… Ruby!" They both squealed. Ben drops to the floor, rolling around in agony. "Aw, how sweet!"

"I doubt she feels the same way though…" Ben groans. "Why would she like a guy who can transform into monsters of all things?"

"Ben, this is a world where the entire place is filled with deadly creatures of darkness, people with animal parts on their bodies; you fit in this kind of place just fine. And besides, from what Yang told me, it seems like Ruby has an interest in you as well." Velvet smiles warmly as she pets his head.

"Well… When you put it that way…"

"It means you have the biggest shot in the world with her!" Coco slaps his back. Ben winces a bit. "That's basically the sum of your situation. Go after the girl! Be aggressive, girls _love_ that."

"Coco! That's how you are, which is _not_ like Ruby." Velvet frowns, before turning back to Ben. "Ben, you should try to give it a go soon."

"Give what a go?" He asks. Coco blinks, before remembering something.

"Oh, right! The yearly **Prom**! That's the perfect opportunity to ask her out! Velvet, you're a genius!"

"Well, I prefer to be more of a pacifist, yes."

Ben listens to their words, sighing a bit. "Well, I'll keep it in mind, but I know it's going to be really awkward when the time comes. I just hope it all goes well."

Once again, Coco slaps his back as she opens Team CFVY's room. "Just go for it! You won't be able to go forward if you're constantly stuck in the past!"

"Yeah Ben, just try for it. A girl loves it when the guy approaches them, you know? That's how I would react. Think about it, alright?" Velvet winks at him as she waves him goodbye.

"Well… Alright, I'll try." He responds. Velvet smiles. "Well, I'll see you guys after your mission then. Good luck."

"Thanks! Good night." Closing the door, Ben starts to walk over to the floor in which Team RWBY and JNPR were located.

Taking several seconds to approach the doorstep, as he opens Team RWBY's door, he was mildly surprised to see everyone but Blake. Looking around, he wondered where the cat girl was.

"Oh, where's Blake?" He asks.

"She…went out to help someone." Weiss answers. Yang and Ruby look down at the ice girl. "She looked kind of worried, but she told us that she didn't need any help.

 _'Helping someone? The only person nearby that would qualify for such a role would be… Tukson!'_ Eyes widening in realization, Ben ran for the window, opening it up.

"Ben, where're you going?" Ruby blinks in surprise, trying to maintain her standard expression in front of her crush.

"That girl… She always tries to do dangerous stuff on her own…" Activating the Omnitrix and quickly slamming the core down, the girls covered their eyes, before opening them up to see Jetray.

The Aerophibian leaps out of the window, flying off into the darkness as the girls peek out. "I'll be back!"

"Ben, wait!" Ruby reaches out, sighing once again. "There he goes… Who do you think he and Blake were referring to?"

"I have no clue. That's the one thing they haven't told us." Yang answers. "We knew Ben came from another world, but we never knew where he and Blake were residing before they came to Beacon."

Looking out, the three look out with worried faces. Weiss sighs once again. "I just hope they don't be reckless and get themselves killed…"

"Yeah… That would be bad…" Ruby looks down with a dejected and worried face. _'I don't want to see him die again…'_

* * *

 **…**

 _'How would Tukson leave the city? By air, by sea? Probably…the latter.'_ Jetray thinks about the escape options that the adult Faunus had at his disposal. Going by sea would be more efficient, as the city of Vale was right next to the ocean.

That, and it depended on where Tukson was going to escape to in the first place. Since he didn't know where he was actually going, he had to guess where he was going to escape. That meant first trying to find Tukson and Blake, and then assisting them.

First flying down to Tukson's Booktrade, he taps the Omnitrix dial and changes into Big Chill. Phasing into the building, he flies into the back of the building, looking through the many rooms. Upon learning that neither of his friends were able to be seen, he sighs as he flies out, heading towards the docks as his next destination.

 _'Please don't be in the middle of a fight or something…'_ The Necrofriggian hopes as the waters of Vale appear in his line of sight.

Landing in an alleyway next to the edge of the water, Big Chill taps the Omnitrix dial, transforming into Cat Ben. Taking his Scroll out, he tries to call Blake. Hearing the ringing of his Scroll as he ran across the Docks, he darts his eyes around aimlessly in hopes of discovering their location.

"Come on Blake, pick up…" He utters with a low grunt, but upon hearing a familiar gunshot though, he brings his eyes up as he lowers his hand.

"Over there? That's by the ferries…" Running along the streets as he puts his Scroll away, he starts to hear several more gunshots coming by the edge of a group of boats.

Aiming his arm up, the Energy Projector forms a grappling hook, allowing Ben to shoot up and climb onto one of the larger shipment ships. Landing on its deck, he goes off until he reaches the other side, gasping at what he saw.

In front of him were crates and other storage containers of sorts, as the ship he was currently looking at was that of a delivery ship heading out to Menagerie, as evidenced by the silhouette of the country on the ship's side. What made him gasp was the fact that in the middle of the courtyard of boxes were Blake and Tukson. Around them were several White Fang members, as well as Roman Torchwick, who shot another flare at the duo.

"Shoot… Damn it Blake…" Unraveling Mundvridi from his back, as he was about to jump down, from above, Neo floats down in front of him, landing on her toes with a smile.

"N-Neo? Let me through!" He narrows his eyes as Mundvridi opens up to sword form.

Neo giggles with her usual muted tone, petting his head and cat ears. Ben was about to retaliate, but to his surprise, he found himself starting to enjoy the head pat as Neo began to scratch his ears.

 _"N-Neo, stop…that… Please, mhmmm…"_ He lowers his arms. _"C-Come on, Neo…"_

The ice cream girl merely smiles as she continues her gesture, now scratching his chin. After a few seconds onto that though, to Ben's and even her surprise, the cat boy purrs a bit. Ben blushes a little upon hearing himself do that, but taking advantage of Neo being surprised by the sudden noise, he breaks out from her hold and jumps down onto the ground.

"Ben?!" Tukson and Blake turn to him, with the cat girl raising an eyebrow upon seeing his flushed face.

"What…happened to you?" She asks.

"…I'm starting to think those head pats you keep giving me are turning into a weakness, Blake." Ben sighs as he turns to Roman, who frowns as he aims his cane at him. "How's it going, Roman?"

"You? Ugh, Neo! Why'd you let him go for?!" The criminal turns to the ice cream lady, who was now sitting on the edge of the ship. Neo shrugs, holding out a sign that said _"HE GOT AWAY FROM ME. SORRY"._

 _'I'm not going to tell Blake that I purred from getting my chin scratched by Neo… Hopefully she didn't hear it.'_ A sweat drop rolls down his cheek.

"Uhhh, boss? What should we do now?" A White Fang member asks. Roman face palms as he points his cane to the trio.

"It's just one more person! Come on, get them!" He growls.

Several of the White Fang members resumed with aiming their rifles at the trio. As they shot their respective lasers at them, the three jumped and diverged away from one another. Blake and Ben landed together as they rushed towards a group of them.

 _"Flash Strike!"_ The boy yells. Throwing a yellow Dust Cell up into the air, the White Fang members were blinded as he shot it, creating a bright flash of yellow.

Blake and Ben closed their eyes as it flashed, protecting themselves from the blinding explosion. While they were dazed, the two came around and rushed the group, slashing away at the members. Ben jumps and does a flying kick against one of them, before jumping off his chest and flying over to a pair of soldiers, sliding on the ground and performing a baseball slide. The two members yelped as they were momentary flung into the air. Standing up and quickly turning around, Ben knocks them away with a hard wheel kick.

Blake on the other hand made quick work of her group. First shooting a couple of members, she jumps over the fallen crowd and knocks the rest of them out by hitting the back of their heads with Gambol Shroud's sheath.

"Wow, you two are pretty good." Tukson says before dodging a flare shot from Roman.

"Ugh, it's so hard to have anything go smoothly these days…" He sighs. "Come on, you dolts! We still have a job to do. Bring out the heavy weapons!"

"Heavy weapons?" Ben raises an eyebrow. Acknowledging his command, one of the higher ranking members dashes toward a box, opening it up and revealing a large, shoulder mounted cannon.

"What is that?" Blake asks Ben, who frowns.

"…A Tesla Cannon? Sheesh, I wonder who came up with these weapon ideas..." He says.

"What's it do?" Tukson asks as he backs up to them.

"It's a shoulder-mounted energy weapon that fires powerful blasts of electricity, most likely powered by large amounts of yellow Dust. It can caused severe damage if you got it by it." He explains. "Watch for its start up."

"Fire!" Roman orders. Turning to Neo, he signals her to get something. The ice cream lady rolls her eyes, but nevertheless escapes from the scene with her umbrella.

The White Fang member grins as he aims the weapon at the trio. Seeing the barrel light up with a dangerous yellow light, Ben quickly activates the Omnitrix. "Get to cover!"

Blasting a staggering laser of electricity, the trio dodge as it blows up a giant canister behind them. They turn to see not a shred of metal left, and only a pile of ash. Tukson and Blake turn to Ben, who narrows his eyes.

"You two get to Roman, I got this joker!" He slams the core down. Taking advantage of the blinding flash, Blake and Tukson rush the black hatted criminal as he begins to transform.

"Gah! Who does a _flashy_ move in the middle of the freaking night?!" Roman barks. As he opens his eyes, he immediately sees Tukson and Blake. "Oh come on!"

Tukson growls as he leaps at Roman, growing protract-able "claws" from his fingers. Sweeping at Roman, the cane user backs up and attempts to shoot him, only to be intercepted by Blake who dashes in, kicking his weapon away with a stretch kick. Roman sighs as he pushes them out of his way, leaping from boxes lying around and grabbing his weapon midair. Landing a few feet behind them, he starts to rapidly fire red flares at the duo.

Deflecting a few of them with Gambol Shroud's blade, Tukson then runs in front of Blake, allowing her to jump off his shoulders and shoot the man below her. Roman frowns as he backs up slightly, deflecting all the continued blows.

"Sheesh… Good thing I can dodge and block good." He croaks. Back flipping, he glances up into the sky with a bored look.

 _'Haaah… I just want to get out of here and move onto the next plan. She said something about going to Mountain Glenn, right?'_ He wonders with a neutral expression as he continues to unconsciously dodge the duo.

Blake and Tukson continue their rush, but back with Ben, now as Chromastone, he rushes against the Tesla Cannon wielding member, absorbing the shot of electricity. The member gasps as he does so, and even more once the crystal being flies into him, ramming his body off into the wall behind him and knocking him out. As he was going to drop the Cannon, Chromastone quickly dived and caught it in his arms.

Sighing in relief, he taps the dial and transforms into Upgrade, gobbling the weapon and adding it to his collection. Turning to Blake and Tukson, his eye blinks in confusion. He could see the calm face on Roman, and noticed he was looking into the air constantly. Doing the same, Upgrade frowns upon seeing a Bullhead coming into place.

"You know…"

Backing up and raising a hand up, Tukson and Blake stopped. The cat girl blinks several times in response. "Huh?"

"This…is kinda a big waste of time, right? I was sent to kill your big friend there, but…this type of job is just boring me, ya know? I have _many_ better things to do, soooooo… Neo!" He snaps his fingers.

The Bullhead comes flying down, landing in between the three. Blake morphs Gambol Shroud to its pistol form upon seeing it, but Neo merely waves at her with her tongue sticking out. She turns to Upgrade and smiles with Roman entering the ship.

"Well, always a pleasure, you guys. But, I've got more fun things to do~! So, toodles. Please don't interfere with my next project though, my employer's kinda getting tired of that." He says.

"What?"

"Oh, and I'll tell her that I killed your little friend, alright? Now shoo." He waves them off as the Bullhead starts to fly away.

Neo holds up a sign as Upgrade reverts to Ben, with it saying _"SEE YA!"_. Ben gives her a nervous smile, but he covers his eyes as the wind forces him and the rest of the group to cover their eyes. As they watched them leave the skies, Ben runs over to the duo.

"You guys alright?" He asks. Blake pouts.

"…He dodged. Every. Single. Strike!" She sighs. "And he wasn't even looking at us!"

"Huh. So, Tukson, where were you planning to go?" Ben turns to Tukson while petting Blake's head.

"Whew… Well, to Menagerie. I was going to inform the current situation to Blake's folks since they also have high connections to the White Fang. Thanks for coming." He smiles.

* * *

 **...**

Turning to his boat, which was quite small but was seen to have quite the engine, Tukson smiles as Blake and Ben follow him towards the vehicle. Jumping onto the sea mass, Tukson opens up a sack, taking a map out.

"Here, take this, Blake." He hands her the piece. "This contains information regarding the Fang's supposed base of operations."

Blake nods, and she takes the map. Tukson nods, and begins to prepare the journey off. Under the pale moonlight, Ben and Blake smiled as the lights of the docks were shining brilliantly from across ocean.

"You sure you'll be able to make it, Tukson?" Blake asked Tukson as he tipped a hat onto his head. "It's quite the distance."

Tukson clenched his fist as nodded. "I'll be alright. You've got your own problems, so you don't need me to weigh you guys down."

"But… Aren't their sea Grimm as well?" Ben blinks. "What happens if you get attacked mid-travel?"

"I'm not worried. I was simply planning to travel to Mistral first, get some additional reinforcements from friends that were located there, and then travel to down the continent and go to Menagerie from then on." He explains.

Blake gives her friend a sad smile, but Tukson grins. "Don't worry Blake. You'll do just fine."

"Yeah… Thanks for everything. Say hello to my folks back home, alright?"

"For sure!" He nods.

Watching her old friend's boat depart into the ocean, Blake gives Ben a head pat. Ben decided not to joke around with this gesture, simply letting her continue for as long as she wanted to. He knew that this was a bit hard for her, as it seemed to remind her of a previous farewell. As his boat traveled further and further away with the roaring of the turbine, Blake begins to wave him off with a smile.

"Stay safe!" She yells off.

"Don't get eaten by the Grimm!" Ben jokes, earning himself an additional head pat from the girl. "So, how long are you gonna keep this up?"

"…Just until we get back to the dorms." Blake smiles. Turning around, the two blink upon seeing the defeated members of the White Fang laying on the ground.

"Oh, we completely forgot about those guys. What should we do with them?" Ben turns to the cat girl. She simply uses her other hand to take her Scroll out, calling the Vale PD.

"Let's just enjoy ourselves." She says as she makes her anonymous call.

As the two traveled in the dimly lit streets of the city, Blake hummed as she continued to pet his head. Ben, while he was okay with the continued patting, was starting to get a bit too comfortable, like how he did with Neo. She seemed to know where he was sensitive at, despite just petting his head. Perhaps she was doing so based on her own comfort scratchy spots?

"B-Blake… Please don't scratch the ears…" He squeaks a bit. Blake's eyes however flash as she bends down, scratching his chin and ears at the same time.

"You like this? He-he… How about some of this…?" She gives a haughty smile as she begins to 'bully' the young kitten.

Ben drops to his knees as she does so, squirming around for a while and purring every so often, much to the adoration of the cat girl as she continues to do so. Eventually, after doing it so much, Ben finally gives out, falling to his side. Blake however catches him in her arms, carrying him up.

"Ah… You're so adorable."

"I-I said you can do head pats, but scratching and other tingly things are not allowed… _Nyahh!_ Stop it… Stop, please…!" He yelps as she tickles his neck.

Blake continues to enjoy herself, but after the two exited the nearby street and began to arrive at the Academy later on, it was then that she gave the boy a deadpan look.

"…So, how's it been going with Ruby? I've noticed you've been taking an interest in her?" She looks down. Ben immediately goes out from his enjoyment, reverting back to his human form and gulping nervously. Blake noticed that he was also blushing a lot, compared to back then with his little tidbit pink cheeks.

"Well… I guess I can explain it to you. Just…please don't laugh."

"No guarantees." She gives him a semi-glare while smiling. Ben sweats a little as he begins to explain himself…

* * *

 **…**

After some…embarrassing interrogation from Ben's part, the two entered the Academy grounds. Ben's face was shadowed by his hair, with only shades of red being visible underneath. Blake, while mildly concerned, was actually quite accepting with Ben's decision, much to the boy's surprise.

As they entered the dorm halls and began to climb up the floors, as Ben turned around a corner, he accidentally bumps into someone, falling flat onto his rear with a slight 'oof'.

Oo-oof! Oh, sorry about that. Are you okay?" He looks up. A hand extends to help him up, with him taking it and allowing himself to be pulled up.

 _"I'm fine. Just watch where you're going."_ Emerald says, smiling slightly as she pulls him up. Blake narrows her eyes slightly as Mercury and Cinder follow up from around a corner.

"Oh, right, sorry." Ben chuckles, before looking straight at the three. "Uh, I'm Ben. You guys are…from another school right? Which one was it again?"

"Visiting from Haven, yes." Cinder smiles as she walks forward, petting his head a little as she stares into his eyes. "Well now, aren't you a little cutie?"

The catgirl raises an eyebrow. "Yes, and he's with me. Goodnight." She says as she takes the two of them into Team RWBY's room, shutting the door on them.

"Hmph, what's with her?" Mercury frowns. Emerald rolls her eyes. "Cinder, should we ignore that?"

"…It's a bit interesting to see a child here in Beacon." She responds. "Keep an eye out for him and the girl."

Nodding, Emerald and Mercury continued to follow their fiery leader. What was going to happen now? Only time would tell. Cinder smiles as she and her faction turns around to the shadows of the hallways...

* * *

Yeeeeeeeeeeeeaaaaaaaah!

The Prom is among us! How should this steamy confession go?!

Regarding the Mt. Glenn mission, I feel like the Ben and Winter group should be one team, but Ozpin sends in Team RWBY as normal, providing support indirectly. He'd probably tell Professor Oobleck about the situation with the girls, but I think it would be interesting to see both teams interacting with the other during the mission, even if it is a little bit.

I like Winter as well. Ice Queen is also bae! Ice Cream Lady, Ice Queen, Ice Princess, Sun Girl, oh my!

So, how did you like this chapter? Tukson's not dead! Huzzah!

I'm on Spring Break now, so I'm gonna relax a bit. Still gonna write, so let me on with your comments and ideas, yeah? Let's keep this train going strong! How's that for a return?

As always, I appreciate the support. Please R&R, and I'll see you guys later!


	11. Alluding Prom Night…

You know, it's such a pleasure when your college assignment is to sketch something based on a different culture… And how lucky it was for me to be based off of "modern art" from Japan of all things! I blame that class for all the Deviantarts I've been posting! It's caused delay in publishing this chapter (not that it's a bad thing though)!

Ahem… Anyhow, back to the subject at hand. Welcome back to the Huntsman from the Void! The Prom chapter is amongst you, mongrels! Gilgamesh welcomes all to this special chapter as I go over the stuff from the reviews and PM's! Yeah, Fate Grand Order has been a big part of my school life so far. A collaboration with Fate/Zero just started too, one of the most detailed animes to date, in my opinion at least ya know.

 **Mundvridi's Functions**

Well, we already have its three basic forms; the broadsword, semi-automatic sniper rifle, as well as the fully automatic machinegun function. The addition of the recently introduced whip-blade was inspired from both Ivy from Soul Calibur, as well as Xenon from Maplestory. Also, the way that the weapon reloads is based on the reload animation of Soldier: 76 from Overwatch. I might add some more functions to it in the future, so look alive!

 **Waybig's Size**

It's been really in consistent with how tall Waybig really is. Like Humungousaur and Gravattack, his size varies throughout the series. In the original series, he was as tall as the giant mountaintop on the planet Xenon, but in UAF, he was only as tall as the Golden Gate Bridge when he stood underneath it in the water. I think I made some measurements myself in the past like saying he was around 20 stories high or something, but does anyone have an actual legitimate height scale?

 **References**

…I've been playing too much Overwatch, been watching too much Red vs. Blue, and…been playing too much OVERWATCH! Bear in mind that some of the weapon designs in Overwatch are great as fuck, but the humor presented in the funniest web series I've watch are spectacular. Look alive for the ones I'll be putting in this chapter! And yeah, I might be making some Overwatch references for some of the characters. That Reinhardt Nora one made me snort noodles up my nose when I fucking laughed from that. Thanks a lot, RedBurningDragon, ;A;.

 **Other crossovers**

I think I mentioned it before, but there's some other crossovers with Ruby that I might take a shot at some one-shots perhaps, just fun little things that may or may not have an impact on the story. Whatcha guys think of that? The one from the mobile game Crusaders Quest was one of the ones I was thinking of.

Also, regarding other stories in general, I may be inclined to start one on a crossover between Ben 10 and Boku No Hero Academia; naturally, following the same setting of introducing a 12 year old Ben. It might be interesting to actually introduce him to a world where it's an actual Earth, but not one where it's the norm. Like Rex's world for example. Let me know in the review section or by PM what you think about it!

Anyhow, that's all I wanted to say for the moment. A big thanks for everyone's support while I was seemingly inactive during this time. Shout out to Sean Bruce (too lazy to type your actual username heh-heh) for the continued support, and for Ninjamon1228 and AnimeMasterDub's suggestions between story ideas and the like!

And as always, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please continue to support their works, and have a happy reading, all of you! Thanks for over 320 Reviews, over 250 Follows and Favorites, and over 36,000 views! A glorious 15k worded chapter!

 ***SHIPS HAVE SAAAAAAAAAAAAAAAAAAAILED!***

* * *

 **Chapter 11:** _Alluding Prom Night…_

The one thing that went through Ren's mind was that of the Prom. Yes, _the_ Prom, but not the actual thing itself. What he was really interested in, and was willingly wanting to drag his team into was…

"The dance? Ren, I can't dance." Ben shakes his head. "I can fight and cook, but that's something I don't know how to—"

The pistol wielding teen simply smiles as he places a hand on his shoulder. "Ah, my pupil… Do you not see the incredible opportunity at hand?"

"At hand?" Jaune tilts his head. "Er, what do you mean by that?"

"Oh no…" Nora squeaks as she tries to underneath her comforter. "He's in _that_ state again…!"

" _That?"_ All of the other members glance at her, and then back at Ren, who was beginning to show a growing smile on his face.

"Yes!" Ren nods. "Do you four know what is going to happen soon?"

"The…Prom, correct?" Pyrrha brushes her hair as she guesses. "Are you proposing that we dance at the event?"

"Precisely! I have the most dazzling song for us to get a rhythm to as well! This is an opportunity to show off Team JNPR-B's most powerful traits!" Ren's eyes dazzle.

"Uhh…"

"Here, have a listen!" Ren grins.

Taking out a music player, several weight scales and other miscellaneous items, he drops it in front of the other four. Pyrrha gulps nervously as Ren presses the play button, sounding off the beginning of a catchy song.

 _"Baby, it's time to make up your mind!"_

 _"I think that tonight is when our stars align."_

 _"Honey, it's time to leave the doubt behind…"_

 _"Take my hand 'cause you and I are gonna shine…!"_

Listening to the lyrics, the other members of Team JNPR-B seemed to have actually enjoyed the piece of music, but as they continued to listen to the fast, upbeat theme and the rapid singing of words, Pyrrha and Ben started to frown a bit.

"Uhh… And we're supposed to sync up with this song?" Ben turns to Ren. "That's…"

"Going to be incredibly difficult…" Pyrrha finishes.

"NONSENSE!" Ren raises his arms. "It will be the event of the year for this school, and we'll be the ones to do it! But, in order for our perfect performance to occur, we need _ourselves_ to be perfect!"

"Perfect? I don't like where this is going…" Jaune shudders. Ren grabs his shoulders, feeling around his body. "Ren?!"

"…You need to lose some weight. You must've been snacking during these past few days in the middle of the night, haven't you?!" He growls. Jaune yelps, jumping into Pyrrha's arms.

"Nora, Ren's being scary!" He whimpers.

"That's why I HATE it when he's like this!" The hammer girl barks from under her covers.

"That's it! We are _all_ going through a fitting after class today!" Ren stands back. "We need the correct sizes for all of you so you can fit into your ideal outfits!"

"Wait, outfits? What, are you making them?" Ben blinks.

"Yes. Why?"

"Uhh… Hmm. This might pose a problem then." He groans.

* * *

 **…**

In the library, Weiss and Blake could be seen going through some files in the library terminals. The black and white pair were discussing the previous events that recently took place at the docks last nights, trying to analyze Roman Torchwick's words in order to get any clues to whatever their next scheme may be.

"So, he said not to interfere with his next project… It must mean that whatever thing we're dealing with, it has to be something of importance." Blake surmises as she presses a box on her screen.

"The question is; _what_?" Weiss cups her chin. "And where?"

"Yeah…"

The two think for a bit, with their expressions falling deep until Yang wraps her arms around them both from behind. The girls gasp as their eyes widen, glancing behind them to see the blonde grinning.

"Heya, girls!" She greets them. "Whatcha doin'?"

"Going over some of the data from the thing that happened yesterday." Blake blinks. "We were trying to find any clues to what Roman Torchwick's next plan might be."

"Oh. Well, any luck then? We already confirmed that they're going to be planning something in the South-East, right?" She says.

Weiss nods. "Correct. The thing we're currently questioning is where in that area specifically, and what their plan is going to involve. It is most likely that whatever their plan is, it's going to involve either smuggling some illegal equipment into a specific place, or involve a plan to steal something precious."

"That's why we were trying to look for any important or any otherwise significant items that might be targets." Blake concludes.

"Oh." Yang blinks. "That's cool, but…why not take a break for now? You two look like you're going to drop from sleep deprivation, you know?"

Albeit being a bit of an exaggerated observe, Blake and Weiss did look a bit restless. The two glance at each other, before turning back to Yang, who smiled once more.

"Alright. What do you have in mind then?" The cat girl asks.

"Weeeell, I'm glad you asked!" Yang snickers as she grabs the two of them together. "So, you guys have noticed how our Little Red Riding Hood's been acting as of late, right?"

Blake gives her partner a deadpan look. "…Are you suggesting we try to…?"

"Get them together? Yes!" Yang smiles. "And this is the perfect opportunity to do so!"

"Alright… I'm a tad bit interested." Weiss gives her a slight smile. "Those two have been a bit suspicious lately, after all."

"Well, more like they're trying not to be conscious of each other, as I've recently found out…" Blake says as her cat ears twitch from under the cover of her bow.

"So, what I wanted your help in is choosing an outfit for Ruby to wear to the Prom!" Yang nods. "Weiss, you have a fashion sense in that smart head of yours, right? Blake, I've also seen you in quite the elegant robes yourself."

"Surely!" Weiss gestures to herself with a confident smile.

"I-I'm not that kind of fashionable though…" Blake scratches her head.

"Well, regardless of that, with the three of us, we can definitely choose an outfit for our little leader to wear. Once Ben sees her in her full glory, he fall to his knees for her!" Yang raises a fist into the air.

The girls giggle with one another, but from afar Ruby could be seen sneezing in response as she was reading a book that Blake lent to her. Sniffling and wiping her nose, she looks around with confusion growing onto her face.

"…I feel like something bad's going to happen." She gulps. "Why is that?"

* * *

 **…**

"…Can't…breathe." Ben croaks. "Ren…st…op!"

"Come now, my pupil! This tie isn't going to go around your neck by itself." Ren smiles as he finishes tying a green tie.

Struggling to take in air into his tightly strained esophagus, Ren and the other members watched with slight adoration to the suit that the pistol wielding teen created for him. It consisted of a long sleeved white dressed shirt, the sleeves finished with simple white cuffs. Wearing a black vest over it, Ren's dark green tie was worn around his neck. To finish the outfit off, he wore black trousers and black dress shoes.

"Ugh… And here I thought that the school uniform was tight…" Ben tugs on his tie.

"Nonsense, you look _dashing!_ " Pyrrha giggles.

"When did you have the time to make these?" Jaune asks Ren.

"When you guys were busy with your shenanigans. Even though I tagged along every so often, I guess no one noticed me doing my clothing business." The ninja-like teen answers.

"Riiiiiight…" Nora mumbles, turning to Ben. "Ben, you probably should watch out."

"Watch out? For what?"

Shuddering all of a sudden, Ben feels Ren's gaze seemingly…violating his body. As he turned to him, the teen seemed to have been making mental notes about various parts of his body, like his waist or some other kind of area. Everyone else starts to feel the same creepy feeling crawling up their spines as Ren's eyes scanned around.

"…I believe we have to do a physical checkup." He grins as he takes out several rulers and scales. "Let's begin!"

"NOOOOOOOOOOOOOOOO!" Nora tries to crash out from the room, but to everyone's amazement, and to a point, shock, he stopped with her ease, holding her in a deadlock as if she were a fish that got caught effortlessly.

 _"…Aw, donuts…"_ The four of them say as Ren's smile continues to grow…

* * *

 **…**

It was quite the horrendous event for the four, suffering in ways that they thought were not possible. Well, at least for everyone but Nora; she was already used to Ren's strange addiction to perfect fitting and the know all. After what seemed to be a millennium, they somehow managed to escape out of Team JNPR-B's room. Ben, Pyrrha, and Jaune decided to never let these hellish moments get out, especially to those of the girls of Team RWBY.

The blonde and redhead left together, with Ben and Nora wondering what was up with the two of them. He looked at them with a suspicious but enthralled look. Perhaps something was something was finally blossoming between the two, at least that's what he thought when the boy witnessed Pyrrha grasping her arms around Jaune's, much to the blonde's embarrassment.

 _'Ah, good for them.'_ He smiles.

"I'm surprised we didn't die this time…" Nora seemed to only care about the current condition of her life though.

"Well, let's go and cool off then, yeah?" Ben suggests with a small smile.

Turning around, he wondered how this entire thing was going to go out. Reluctantly reminding himself of Coco and Velvet's pep talk with him the other day, as well as Blake's mild approval from the recent incident at the docks with Tukson, it truly did boggle his mind to how he was going to get to Ruby's side.

Exiting the dorm building, the two decided to take a walk out to clear their minds. Tugging on Mundvridi, Ben sighed as he started to go off, following Nora as she stomped around unenthusiastically. He didn't care where his destination was, but it was clear that he didn't want to encounter the girls in the city at least. He already had enough on his mind as it is.

Time passed, but as they started to wander out from the school's premises, from afar, some figures could be seen eyeing him as he tried to catch up to the hammer girl. Some of these figures were familiar, with Ozpin and Glynda being a few that were recognizable from within the Headmaster's office from the top of Beacon Tower. Next to them was Ironwood, but a new individual was seen with a slight frown on her face as she looked down at the strolling youth.

"…I feel like I should be…annoyed." She states with a reluctant tone in her voice.

Ironwood turns to her as she steps out from the shadows directed into the building through the window, revealing her appearance. She resembled Weiss, although she seemed to be like an older version of her in this case.

" _Winter_ , why is that so?" Ironwood asks without turning his back to her. She blinks a few times as she looks down at her Scroll.

Winter Schnee was a beautiful young woman, having a fair complexion, white hair and slate blue eyes. Her hair was tied up in a bun at the rear left corner of her head, causing her bangs to fall towards the right side of her face, and leaving a small curled lock of hair that reaches below her left ear. Her attire was blue, white and gray colored, consisting of a white coat with a red brooch, exposed upper arms and black gloves. Her pants had garters incorporated into them.

"Now now, let's keep in mind that it's easy to misunderstand an individual at first glance." Ozpin intervenes. "I'm sure that once you get to know him you'll come to like the boy."

"With all due respect sir, I find him a little stagnant to be approached, with that shape-shifting gizmo attached to that arm of his." Glynda says. Winter turns to her while looking down at her Scroll.

"…You said that this child possesses a device that allows him to transform into a miraculous amount of creatures? It's a bit hard to believe at first glance, to be honest." She looks back at the trio.

Ironwood glances at Ozpin, who in turn brings out his own Scroll, activating it and displaying the screen in a large enough resolution for everyone to see in the middle of the room. Playing footage from the device's storage, videos revealing Ben and his aliens began to reveal themselves to everyone.

The first was that of the incident in the city with Ruby's first encounter with the shapeshifting youth. Winter's eyes immediately widened upon seeing Diamondhead coming in to block the flare shot from Roman's cane.

"A crystalline creature…" She comments, eyes widening slightly more once the Petrosapien began to create constructs of crystal. "Do you suppose that those crystals could be used for…"

"Dust storing capabilities?" Ironwood finishes her question.

"That's a question we're still trying to answer. Glynda managed to pick up a few samples of that thing's crystal like projectiles after he ran away from their first encounter. Such a substance if it was able to block that explosion from that Dust crystal Roman blew up." He answers.

"Ran away? How did he…oh." Winter was about to ask him again, but her answer came to her eyes upon seeing Heatblast appear on screen, absorbing the attack from the flame blast from the ship. As he flew off screen due to self-propulsion, Ozpin closes the video.

"Does this give you an idea of what he can do now, Winter?" Ironwood turns to his subordinate. "These are only two of who knows how many things he has in that device in his."

"It's a bit rude to say those creatures are "things", yes?" Ozpin raises an eyebrow.

"Well, what would you call those monsters then?"

" _Well_ , Mr. Tennyson did refer to them as aliens." Glynda answers. "Extraterrestrials from his universe."

"Yes, yes, I know what aliens are…" Ironwood grumbles. "The question I have is; why is he even here in this academy? Does he an have objective or something? It's suspicious to see someone with so much power, especially if it's someone with a device like that."

"And not to mention that his childish appearance may render him somewhat unpredictable, sir?" Winter tried to add.

"Yes. _Especially_ that, Winter."

"Which brings us back to the original idea of this meeting. You said you wanted to…test Mr. Tennyson, is that right?" Glynda phrases towards the adult male.

"Well, that's certainly an interesting topic to discuss, now is it?" Ozpin smirks. "What are you proposing?"

Everyone turns to Ozpin as the headmaster sips on his cup of coffee. Ironwood rolls his eyes as he takes out a Scroll from his pocket, laying it on his desk and projecting several screens. Images that appeared on the device caused Ozpin's eyes to narrows slightly.

"…This location." He mutters.

"Yes, I've been conducting a bit of research regarding the surrounding area around that location. It seems that there's some renewed activity inside the area around **Mt. Glenn**." He reveals.

"…Information regarding who?" Ozpin asks.

"Not who, but what." Ironwood looks over. "Grimm activity has skyrocketed near the base of the mountain, right in the core of the abandoned city. We don't know what's been attracting all of those monsters over there and we need someone to find and eliminate the source if possible."

"But Mt. Glenn of all places…" Glynda mutters as she fixes her glasses. "Are you sure you want to send Mr. Tennyson to such a place?"

"I think it's the perfect opportunity to see what he's truly capable of, and to see how that device functions as a whole. The more we can trust him, the better the probability of gaining more information about it. That device can change the world if we can find out how to reverse engineer it." Ironwood suggests.

"But sir… Didn't you say that this child came from a…wormhole or some other relatable phenomenon? It is most likely that the device may be constructed from unearthly materials." Winter steps in.

"Well, regardless of that obstacle, if it got onto him in the first place, there must be a way for it to come off of him. After all, he is human like us." The general answers with a suggestive smile. "Ozpin."

"We should at least pick a convenient time for this endeavor." The Headmaster says.

"Surely. Mr. Tennyson isn't a dolt that will blindly agree to such a mission for unknown reasons. Perhaps a time that compliments other students going onto missions should be applicable for this situation." Glynda blinks.

"…Missions, huh? I believe that there's going to be a time after this yearly Prom for just that, am I right?" Ironwood turns to Ozpin, who now has a slightly unpleasant look on his face.

"…Right after the Prom, hmm?" He furrows his forehead, thinking about Ben and…some developing issues that he probably has. Ironwood and Glynda didn't seem to notice this, but Winter grants him a raised eyebrow in response.

 _'I wonder if this Prom is particularly important for this Mr. Tennyson… Speaking of important, now that I checked his profile, he's been assigned to the same team as Wei—'_

Winter's escalating thoughts were interrupted by the clearing of Ozpin's throat. Everyone turns back to the sitting man as folds his arms together. He seemed to have reached a decision regarding this plan of theirs.

"Fine. I'll be announcing this to Mr. Tennyson during the week of the yearly mission assignment. It'll be a strange thing to handle for the teams cooperating with him currently, but this is obviously more important." Ozpin decides reluctantly, to a joy in Ironwood's ears as the general nods.

"Excellent. Then, if you'll excuse me, I'll be gathering data for the rest of this assignment. Surely this will be an interesting month coming up for all of us!"

Turning off, he even leaves Winter behind, with the latter blinking in surprise as he sees him going down the elevator. The girl turns to the two in regard for her own questions.

"Well, since the General is excited by this new…event, do you mind if I ask a question?" She politely asks.

"Hm? Oh, please, go ahead." Ozpin gestures her after finishing his cup.

"I read over Mr. Tennyson's profile, and I found out that one of his teammates is none other than my younger sister, Weiss. Is it possible for me to…check up on her, so to speak?" She requests with a hint of joy in her proposal.

Ozpin and Glynda turn to each other, with the former a bit pleased to hear something rather pleasant in regard to the serious talk that just went on in this room. The green scarfed headmaster turns to the ice girl with a nod.

"You may do so, but just try not to…let's just say, rally her up, heh heh. After all, this is the moment for such a young woman, yes?" He smiles.

Winter responds with a minor smile of her own, before phasing back to her neutral expression. Saluting the two, she turns off to the elevator after bidding them farewell. As the elevator doors close down, Ozpin chuckles a bit, before bringing his Scroll to his front.

"Headmaster?" Glynda looks down.

"…I'm not such a person that'll blindly go to things, _James_." He smiles, something that Glynda actually snickers to as Ozpin's Scroll glows, with the image of a certain green haired professor showing up.

"…Oh, Professor Oz!" Oobleck responds with his usual upbeat tone. From Ozpin and Glynda's side of their screen, the green haired teacher was shown grading a bunch of exams from his recent class.

Ozpin smiles as he presses a button. A moment later, another display pops up on both sides, with Oobleck blinking a few times while rearranging his spectacles. He turns to Ozpin with a curious expression.

"Sir, this is the mission that I was to be assigned to?" He asks.

"Yes. Regarding this, I have a feeling that a certain…quartet of girls will be looking for such a thing. Just a little heads up." He simply says as he ends the call before the duo could see Oobleck's reaction.

Smiling in satisfaction, he stretches his arms a bit as Glynda raises an eyebrow in suspicion. "Headmaster, I doubt he'll be approving of such a thing."

"Well, I can't have Mr. Tennyson going at it alone, now can I? And besides, who knows what James will do? Ever since he's seen that watch, it's been his primary source of attention. It's almost like he has an addiction for it. So, why not make this trip a little more interesting?"

"…If you say so." Glynda says as Ozpin gets up, the two of them leaving together through the elevator. The spiraling gears on the ceiling continue to creak as the sunlight shines down on the jungle green glass…

* * *

 **...**

Dwelling into the city of Vale, Ben was seen walking by himself. Nora had decided to branch off from their pairing in favor of scourging for food in hopes of alleviating herself from Ren's lingering effect on her psyche, it was a wonder that she even lasted this long without blowing up.

Well, at least that's what Ben thought when he saw her go into a restaurant. He didn't want to face any potential danger, so he quickly took off from that part of town.

Aimlessly walking around, Ben's eyes wandered as he entered the commercial district. Sooner or later Ren was probably going to hunt the rest of the team down, so he wanted to spend this time to relax as much as he could since the Vytal Festival was up and running in its prime timing.

And since said festival was currently ongoing, it was no surprise that troops and other established guardings were seen around the streets. Being in the mood to window shop, Ben turns to several stands as he places his hands into his pockets, whistling a bit until…

"…N-No! He won't like something like that!" A familiar feminine voice yelps out.

Shuddering on instinct, Ben immediately stops in his footsteps, looking to his right. Blinking a few times, he dashes to an alleyway, peeking out with his eyes barely visible from his brown hair.

Waiting for a bit, he sees the girls of Team RWBY venture out with…interesting expressions between the four of them. Whatever they were doing, Ruby was clearly flustered, and Yang…well, she was riled up. Taking a moment to actually look at the storefront from which they came out of, it was then that Ben frowned a little.

It was none other than a store for young women, specifically a store that Weiss seemed to favored, as it specialized in the making of dresses of all kinds. It was a wonder how he never knew this place existed. Probably because it was a little hole in the wall.

 _'…Wait, if Weiss seemed to favor it, I wonder why the Schnee Dust Company never tried to establish and expand this store's brand? I'm sure Weiss would do something like that on her own, unless…'_

Wondering if it was Weiss', and _only_ her preference in the matter, perhaps she tried to keep this little place to herself, in fear of her family maybe corrupting or doing anything else to this place. It certainly seemed to be the case, as all the girls seemed to be carrying hangers and other bags in which he assumed were clothing.

With that, assuming that the reason they were going to such a place was for none other than the Prom, he started to calm down, but he couldn't help that there seemed to be someone, or something watching over the group. Getting a strange feeling as they started to walk off, he steps out from the alleyway to glance about.

"Where's this ominous feeling in my gut coming fro…EEK~!" Diving back into the alleyway, he did so because he felt Blake's glare from afar.

"Crap, did she notice me?!" He knew that Faunus vision was superior to Human vision, but to be able to isolate him through the crowd of people…

Activating the Omnitrix, a flash from the alleyway revealed Sludgestrike, who morphed his body into that of a…cardboard box? It had what appeared to be a logo that consisted of a rooster and a teeth trap. Scurrying out of the alleyway with his now inconspicuous disguise, he began to follow the girls in hopes of protecting them from whatever thing he felt was wrong.

With the girls themselves, Ruby was shown trying to hide the dress that she brought from the store that she and the others came out from. Yang was grinning like a cat the entire time, with Weiss actually smiling brighter than usual. Blake, who was smiling at first as well, was now glancing about.

 _'Was that a mistake?'_ The cat girl thought as she turned back around.

Rummaging through the city streets, Sludgestrike the Box stealthily followed the four, still wondering what the hell what he was feeling. It didn't appear to be hostile, but more of a stalker-ish kind of feeling. Forming small green eyes on the top of the box, he tries to look around, only to see a figure jumping from the rooftops. Nearly reforming into his humanoid form in shock, he quickly regained his posture as he slithered into another corner, shooting up onto the top of the recently jumped roof of his speedy nemesis.

"Hey, get back here!" He yells at the assailant. The figure stops, revealing it to be wearing a robe that concealed its appearance as it turned around.

"…A mud creature?" A female voice is heard, which came as a surprise to Sludgestrike as he formed into his humanoid appearance.

The figure gazes at the shape of the mud alien, before taking off the hood of her robe. Revealing the figure to be Winter, she certainly didn't expect Sludgestrike to react with a confused look on his face as he looked down.

"A clone?" He blurted out.

That seemed to trigger her. With a vein popping on her forehead, Sludgestrike immediately covered his mouth as he saw her draw what appeared to be a silver saber from her left hip.

"And here I was, going to see how my sister was doing when you interrupted my observing time…" Winter growls as she swipes it down, pointing it at the Lenopan.

"Wait, sist—HOLY DONUTS!" Before he could question the snow haired girl, he figured dropped to form a puddle of green mud in order to avoid a thrust to the face from Winter's saber.

Getting a good look at it as he slithered back, he sighs in relief upon reforming. The sword had a single edged, slightly curved blade. The sword's hilt sported a wide, crescent shaped guard that enveloped the hand of the person that wielded it, purposefully protecting the hand and fingers from any angle. The hilt had a spiral design etched down it that stops at an orb shaped pommel, something that Sludgestrike noticed had another function.

"Sheesh, at least give me some time to properly retort…" He says.

He noticed the familiar white glyph of the Schnee Family behind Winter as he taps the Omnitrix dial. Winter narrows her eyes as she slightly covers her face. She keeps a steady stance as the flash dissipates, replacing Sludgestrike with his Monkey Faunus form.

"…And now a Faunus." Winter murmurs as Ben wields Mundvridi.

"Who are you, and why are you here?" He asks.

"Like I said. I was observing my sister, hoping for an opportunity to chat with her." She answers. Ben was about to sheath his weapon, but a scary smile on Winter's face made him transform the sword into its rifle mode, his face freezing a little as he did so.

"But since I have the opportunity to do so…let's test your combat abilities." She suggests.

Ben gulps. "Uh oh."

Spawning another glyph, Winter dashes forward and swipes at Mundvridi, the latter turned back into a sword to suit the situation for Ben. Parrying the attack, the ice girl began an onslaught of thrusts and slashes. Ben recognized some of the maneuvers that she performed. They were extremely similar to Weiss', although it was obvious that Winter was the original user, as her attacks were faster, stronger, and used less effort than her younger sister's.

"I can see how you're Weiss' sister now!" Ben yells as he leaps back, tossing a red Dust cell at her.

 _"…?!"_ Slashing the battery, it explodes into a cloud of red. Winter quickly skidded back, spawning a glyph that propelled her into the sky.

To her amusement and slight surprise, she deflected a bullet aimed at her shoulder. The visible smoke line gave her an idea of where the projectile came from. Grunting, she spawned another glyph and began to jet down onto the rooftop, this time while embedding her saber with Aura.

"There!" Thrusting the sword into the ground with great force, the cloud of Dust blows off as Winter's Aura surges into the ground.

"Crapbaskets!" Ben yelps as he is flipped off, spiraling midair before landing a modest distance from Winter.

"Glyphs and swords. Yep, definitely a member of the Schnee Family alright." Ben murmurs.

"Was that sarcasm I heard?" Winter narrows her eyes as she stands in an elegant stance once more, making him shudder.

 _'Sheesh. The hearing of Blake, the strength of Yang, the skill—no, more skillful than Weiss, and the speed of Ruby. And to top it all off, I think that weapon of hers has an additional—'_

"What's the hold up? If you aren't coming to me, then I'll come to you!" Winter interrupt his train of thoughts, making him flinch as she stabs her saber into the space in front of her.

Spawning an ice blue and white glyph, it seemed to be like one of the ordinary circles that Weiss and the foe in front of him spawned, but unlike the others…

"Go!" Winter yells as she takes her sword out, point it at Ben as her glyph begins to glow.

"Who in the wha—" Before he could properly retort, he quickly backed up and slashed at a figure that flew out from the circle. "The hell was that?!"

Looking onto the floor at the thing he just slashed, he frowned at what appeared to be a white and blue Nevermore that emitted a soft glow. Looking straight, Winter smirks as more and more of the small bird-like Grimm started to spawn out. Gulping, Ben wields Mundvridi in its rifle form as he begins to shoot the mass of white and blue.

"Fuckberries!" Shooting another Nevermore in the head, he quickly morphed his gun to sword mode and slashed away at another group to his side. However, his occupation with the spawns deterred his attention from Winter.

"Look alive!" She purposely yells. Ben barely had any time to block Winter's thrust towards his chest, narrowly avoiding several slashes as he started to back up.

Blocking thrust after thrust and swing after slash, Ben grunts each time he does so, backing up a little from Winter's attacks. Fortunately for him she stopped spawning in the Nevermores, but his relief turned to shock once he stepped back once more, only to notice that…

"Wha… Shoot." Glancing behind himself, one more step meant falling off the rooftop. There was too much of a distance to jump to the next roof over.

"So, what will you do now?" Winter points her saber at him.

Drops of sweat roll down Ben's cheek as he chuckles nervously. Digging into his pouch, Winter raises an eyebrow as he holds a black Dust cell in his hand. Before she could open her mouth to speak once more, he throws it onto the floor with as much force as he could muster, causing it to explode due to its delicate shaping.

"Ugh!" Covering her face as she skidded back, Ben was seen blasted above and beyond her. Taking this opportunity, he quickly sheathes Mundvridi, activates the Omnitrix and slaps the core down, encasing him another flash of green.

The explosion could be heard from the lower levels on the street, something that Blake managed to hear as her ears twitched. Looking behind and above herself, she sees Jetray swirling back, firing a green laser from his tail that exploded in the cloud of smoke where Winter was. The Aerophibian narrowed his eyes as he floated in wait, only to gasp once two white and blue Beowolves came out instead, howling as they swatted him down.

Taking the full blows to the face and chest, Jetray growls as he begins to fly off. Looking behind him, he gasps at the sight of Ruby and the rest of the girls standing below his figure. Grunting, he quickly slaps the Omnitrix dial, flashing and transforming into a new alien.

The girls expected a slam to the ground and a loud thud, but instead of that Weis and Blake shudder upon hearing the sound of splattering across the walls and floor beside them. The rest of the girls joined them, and along with a few passerby, looked down to see a pile of green slime laying down spread across the city walls.

"Sheesh, since when can someone summon Grimm?" A squeaky voice calls out from it.

"…Uhhh…" Weiss practically faints, leaning onto Yang. The blonde blinks a bit as she catches her.

"What…is that?" Ruby asks. Blake however raises an eyebrow as she picks up something next to her. It resembled a small UFO-shaped device, with the Omnitrix dial on the top.

Looking down onto the pile of slime, Blake sighs a little, before holding the device in her hands. "…Ben, what're you doing?"

"Ben?!" Ruby and Yang looked down at the pile of slime, or rather, **Goop**.

"Eh, where did that ice witch go to…hey, she's gone!" Goop's eyes appeared on his body, twitching annoyance as the UFO device in Blake's hands flew up.

Picking the rest of Goop's body, it reformed into a somewhat humanoid shape. Blake was in mild disapproval of this form until he reverted back into Ben. Dusting his shoulders off and making sure Mundvridi was back and snug on his back, he looks back up. No signs of Winter were able to be seen.

"Ben!" Blake nudges his head with his fist, earning herself a groan.

"Alright, alright…! I just happened to be in the area when I saw you guys coming out from the store just at first…" He admits. Yang's initial worry turns to haughty-filled goodness as she responds with a large grin.

"Oya…? Curious to see what Ruby'll be wearing for the Prom, I see what you're trying to do!" Both Ruby and Ben blushed at that, turning to her with flustered expressions.

"N-NO!" They say at the same time. Ben sighs as he points to the rooftop, with Weiss revived by now.

"I was trying to _hide_ from you guys, but I sensed something in the nearby area. Turns out, a person calling herself Weiss' sister was following you guys from the rooftops, wearing a suspicious robe and everything!" He rolls his eyes as he cracks his neck.

"Wait, what?" Weiss frowns. "My sister? She…didn't happen to use a silver saber, did she?"

"Weiss, she used glyphs and had the same snowy girl appearance as you. There aren't that many individuals that have those kinds of looks and abilities besides those of your Family." Ben retorts.

"Oh…right. That must've been Winter then. I have an older sister and a younger brother." Weiss reveals. "But…why is she here for?"

"Apparently to "observe"." He answers. Weiss flinches, before sighing a little in response.

"Yeah, that's Winter… She's the strict, army leader type of girl who's awkward in one-to-one talks, but is a great speaker outside of that." She says, much to Yang and Ruby's enjoyment as they smile.

"Oh, sisters are just the best things to have, aren't they?" The blonde chuckles. Weiss rolls her eyes, but nonetheless had a small smile on her face.

"Anyways…what do we do now?" Blake brings the topic back at hand while holding her own bag. "Should we take Ben with us?"

"Oh, great idea! We can pick out something for him and—"

"NO! I already have Ren doing something like that for me… I went through enough pain for one day already…" Ben grumbles. Much to his dismay, everyone but Ruby seemed to be verrry inclined to do so.

"I…I think you should run, Ben." The scythe girl gulps as she holds her bag tightly.

Not even nodding to that, he turns around and starts to dash off, much to the surprise of Yang. Her attempt to catch the brown haired boy was like trying to grab a phantom, even more so once he activated the Omnitrix mechanism. A flash of green replaced himself with Bunny Ben, with the newly transformed Faunus hopping onto the rooftops.

"Well, alright then?" Ruby says.

"Nope!" Yang responds. "More shopping!"

Ruby whines, but is nonetheless dragged by the blonde as everyone else begins to follow her. From afar, Ben could hear her whimpering through his bunny ears, much to his sympathetic nature towards his crush as he chuckled a little.

* * *

 **…**

At the end of the day, Ben and the rest of Team JNPR reluctantly returned to their room to see Ren with an eerie smile on his face. They were tempted to just turn and go to Team RWBY's room, but they knew otherwise that they would not be able to escape his grasp.

"It's time to practice!" The teen joyfully says.

"Aw…" Everyone groans, especially Nora.

Placing the record player on a nearby desk, everyone gulps once the signature song, _"Shine"_ starts to play once again. Already, signs of progress started to shown, albeit unwillingly and horrifying to everyone else's faces. As the lyrics started to go off, Ren smiles as he begins the initial moves. Opening a single eye and glancing to his right, his smile grows as everyone else begins to synchronize with his movements.

"Wonderful, everybody!" He says.

Everyone whines, and as the song continues to go off, it was shown that someone was starting to desynch from the crowd…Pyrrha of all people! Team JNPR-B dances to Shine until Pyrrha isn't able to keep up with the others, much to Ren's disappointment and mild annoyance. As the crowd moves on to a kick-step sequence, Pyrrha's eye to leg coordination immediately plummets.

"Stop!" He raises a hand, pausing the music. Pyrrha whimpers, shrinking a bit.

"Pyrrha…"

"H-Huh?!"

"…You know I love you… But _kick-step, kick-step, body roll_ is _not_ ROCKET SCIENCE!"

"I…uh…" Becoming a little flustered, Jaune looks over to his…good friend with a worried look growing on his face. Nora was shown lowering her head in sadness.

"It's _kick-step, kick-step,_ _ **body roll**_!" He stomps on the ground in a childish matter.

"Ugh, I can't work like this…!" Jaune caves in, with the blonde trying to move Pyrrha away from the dangerous area and towards their beds. Ren however points StormFlower at him while glaring at the duo.

"And where do you think _you're_ going?!" He narrows his eyes at Jaune. Ben wanted to intervene, but as he opened his mouth…

"Anywhere but here!" He slouches while shouting childishly. Ren raises an arm as he jumps in front of them.

"Uh, Ren…" Ben blinks.

"OH NO YOU DON'T! The two of you and I have to go through a fitting after this!" He reminds them, causing Ben to shiver in remembrance of his own painful experience.

"What?! W-Why?" Pyrrha yelps.

"I know Jaune hasn't lost those seven pounds yet _and_ that Pyrrha has been gorging on Ben's cookies lately!" He says. Ben frowns.

"Wait, I thought that was Nora!" He says as he glances between both the ginger haired girl and red head.

"No, it was her! Did you not notice how her armor has been fitting around her chest?" He points at the red head. Jaune immediately turned to her in response, causing Pyrrha to blush a little while covering her said spot.

"J-Jaune!" She stutters in embarrassment.

"O-Oh…sorry." The blonde turns away while scratching his head.

"7 POUNDS!"

"You don't know that!" Jaune resumes his tantrum. Ben face palms while Nora just continues to look dejected.

"I know there is an empty bag of chips underneath your bed!" Ren slides underneath said bed and throws an empty bag of chips, much to Jaune's horror as he jumps into Pyrrha's arms.

"Pyrrha, protect me from the mean dancer troll!" He yelps.

Ben was about to retort again, but turning to Nora, he frowns upon seeing her seemingly controlled poker face explode. She starts crying out while dropping to her knees. Ren continues to argue with the duo of red and yellow, leaving Ben in a middle of a rowdy mess of what was a dance rehearsal. He sighs heavily as he goes for the door.

"I think I might just sleep in Team RWBY's room for tonight…"

* * *

 **…**

In another room, Emerald enters a dorm room, with Cinder and Mercury checking their Scrolls. They were still shown wearing their Haven uniforms. The red eyed girl smiles as she sits down on a nearby bed.

"So, how'd your search go?" Cinder asks as she turns her Scroll off.

"Honestly, I thought my search would be a lot harder. I didn't think going through the catalogs at the library would reveal any information, but it was actually the opposite." She smirks.

Mercury raises an eyebrow as he sits up. "Oh? Do tell then."

Emerald glares at him, before opening her Scroll up to reveal several profiles. "Even though Beacon is one of the more directive combat schools, some written registration is required for some parts, basic stuff like your name and other things."

Tapping on one, it revealed a portrait shot of Pyrrha. "Take Metal Queen here for an example. She's Pyrrha Nikos, a former student of Sanctum Academy and a powerhouse of a fighter. She's seen as seemingly invincible by most standards."

"Invincible? How, are you talking about her Semblance? Because I already know what it is." Mercury folds his arms in amusement. "It's Polarity."

"And why would you know that for?" Cinder turns to him. Mercury leans forward, tapping few icons that revealed the footage of the red head going up against the members of Team CRDL.

"See? Look here." Mercury temporary puts slow motion on for a specific scene.

During this intake, it was shown that blows that should've landed on the redhead seemed to have miraculously missed. However, Mercury smiles as he points to a part in which Cardin's mace would've slammed a direct hit. It was shown that his weapon seemed to move ever so slightly, barely enough to make it seem like Pyrrha could parry and deflect the attack with minimal effort.

"She uses her Semblance to make it look like she's invincible, while all she's doing is manipulating her opponent." He finishes. Cinder seemed to be amused actually.

"…She's taking fate into her own hands. Interesting. What about our other person in question?" Cinder turns back to Emerald, seeing a worried look growing on her face.

"Well, I knew that _it_ would probably be harder to come across information wise. All I managed to scour was that there's small talk of what seemed to be…creatures of some sort that wander in the city sometimes. Got no idea who the true identity of that might be. Guess the Academy is really stuck-up when it came to information regarding that." She tried to say.

Cinder crosses her legs while cupping her chin. "Well, we know that it's in the city, no doubt it's either a student belonging to this Academy, or something related to that. Roman did say after all that it had ties to some of the students, but he never said what it might've disguised itself as."

"Yeah, but that could be anyone…wait, are you suggesting something, Cinder?" Mercury's eyes widen.

"Of course. I only take interest in people that I find unique. Like you know who." She responds.

"But…why would that kid be… Well, it is a bit weird to see a kid like him in a place like Beacon Academy. Him and that rose girl as well." Emerald starts to understand where they're going at.

Cinder smiles as a plan comes to her mind. "Well, continue with our plans that are currently going up to record with Roman. Phase 2 is about to begin. But try to get some information regarding that boy, use any means you deem eligible."

"I'll be doing that… But I have a feeling that it's going to be harder than usual." The green haired girl responds.

"And why is that?"

"…I just have this gut feeling; experience as a thief as a person of stealth. It just means I'll have to be more careful than usual while doing this operation." She tries to explain.

"What, so he's a bit suspicious or something?" Mercury rolls his eyes.

"Whatever the case, just get it done. The more information, the better it'll suit us in the end." Cinder ends the argument before it starts. "Now go."

Emerald nods, leaving the room once again with Mercury in toll. As the door closes, Cinder smiles upon turning her Scroll on again, viewing a picture of Heatblast that she managed to get during their encounter with Amber. The flaming body of the Pyronite thrilled her to no end as she begins to giggle in a disturbing matter.

"Just a little longer…" She murmurs.

* * *

 **…**

Time passes, and to everyone's excitement, the day of the Prom Dance has come. The reason why the girls were excited for this was because even though Team CFVY was initially in charged with organizing the dance, for reasons unknown, the team was unable to return back, making them the ones in charge. Although Teams RWBY and JNPR were initially worried, Coco and Velvet messaged Ben and Blake that they weren't in any danger, but it was only going to take a while to get back.

Ben himself was a bit worried that Blake was going to go all _"complete the objective at all costs"_ again, and was even more surprised that Weiss was going along with this. To his knowledge though, Yang's shopping spree during that other day seemed to calm the two well enough for them to be properly ready for the Prom.

It was a Friday night. The guys of Team JNPR-B were in their room getting ready to dress up. The girls of Team RWBY as well as Pyrrha and Nora were already out of the building and onwards towards the Dance Room because of Yang having to take care of attendance and the such.

"…I still hate ties, even if it is a standard for the uniform." Ben grunts as he finishes putting his green tie around his neck.

"Tell me about it." Jaune groans once he finishes putting a red bowtie on. His clothing consisted of a black suit with red trimmings, a grey vest underneath, and a white dress shirt. Ren was also dressed in the same outfit.

"And I was going to ask this question sooner, but why am I the only guy wearing a different suit for?" Ben asks as he turns to Ren, who just finished tying his hair up.

"The green goes along nicely with your eyes, and I believe our youngest member should have the greatest opportunity for when he asks his girl for a dance!" He pumps his chest proudly, causing Ben to blush a little.

"…I'll work on that." He grumbles.

"Well, at least Ruby isn't like Pyrrha though… I have a strange feeling that she might…go after me when she sees me like this?" Jaune worries for himself.

"Well, wasn't it obvious that Pyrrha liked you?" Both Ren and Ben answer, making the blonde sweat drop.

"E-Even so… Well, I guess it was my fault for not noticing in the first place." He rubs his head.

Ending the little gossip between themselves, Ren opens the doorway for them to go out. The sky was a dark blue, the broken moon shining down on Beacon Academy as they exited the dorm building. As they came out, Sun and Neptune were seen waiting for them.

"About time you guys came out. This damn neck trap is killing me!" The Monkey Faunus growls as he tugs on a cyan blue tie wrapped around his neck.

"…Sun, you aren't even wearing that tie correctly." Ben sighs.

It was true, as Sun was wearing a black dress shirt, but didn't bother to fold the collars down and tie the tie around the outside, tying it literally around his neck like a noose. And besides that, he was basically wearing his normal outfit, pants and everything else, even his red bracers.

"Please excuse him for his lack of fashion sense…" Neptune apologies. He wore a suit similarly to that of Ren and Jaune, only that his red trimmings were orange, and that he kept his goggles on his forehead.

"Whatever. Hey, I may have moved to Mistral, but I grew up in Vacuo. It's not exactly a shirt-and-tie kind of place." Sun responds rhetorically.

"Yeah, we noticed." All four of them countered him at the same time. Sun flinches, but remains stagnant.

"A-Anyways, let's just get going. I'm just wondering what Blake will be thinking when she sees me like this." He huffs air through his nose as he begins to turn towards the road leading down to the ballroom.

"Speaking of dates…" Jaune blinks. Ben's eye twitches as he begins.

"Sun, you have…Blake I think. Neptune, I noticed that you were trying to make some move on Weiss so she might be your target…"

"Hey!"

"Ren, you'd probably go with…Nora?" He raises an eyebrow for that. Everyone turns to said person, but Ren surprisingly displays no change in expression.

 _'Huh, I thought the two of them were childhood friends or something.'_ Everyone thinks as they continue to walk.

"And I…have Pyrrha." Jaune smiles as he gets back to talking. "I'm going to make my move!"

"Please. Do so for all of us." Ren pleads. "It's hard enough seeing Pyrrha trying to advance herself onto you, with all those shenanigans that she did in and out of our room!"

Along the way, the guys continued to talk about their dance mates, with the guys especially teasing Ben about his relationship with Ruby and how he was going to get together with her during this Prom. It was a necessary thing to do for himself after all, since Velvet and Coco egged him on, and even Blake gave him her approval. It would be a disappointment to let them down, with such a special event going on. Things like this are times for guys and girls to get together, at least that's what a majority of people thought.

* * *

 **…**

"Come on Ruby!" Weiss barks at her partner.

"G-Give me a break. Also, can we have a serious talk about how you fight in these?" Ruby stutters as she tries to balance herself.

Ruby wore a short, red, sleeveless dress with a thick black sash around the waist and black trim along the bottom. The bodice of the dress was split vertically to the sash and laced with black lacing. The yoke of the dress was translucent mesh with an opaque collar and hem, as well as opaque lines connecting the collar to her shoulders. She also had black stockings and pumps.

Weiss' outfit was similar in design, with the differences being the different coloration and added sleeves to her arms.

The two were currently walking out from a dressing room, built by the members of Team CFVY especially for the Prom. As most teams of Beacon Academy had co-ed members, the girls would obviously find it embarrassing to dress in the same room as guys, and even then, despite some teams being all of one gender, Coco decided for the rooms to be make anyways.

Apparently, Coco had managed to convince Professor Goodwitch to coordinate with this, even though the older lady wanted nothing to do with dressing up herself. Although they managed the makings, Goodwitch herself constructed the rooms.

"Give it time. A lady such as yourself should learn to do such maneuvers. You never know when you might be forced to engage an enemy in high-heels!" Weiss boasts. "Take me for example."

"I've _only_ seen you fight in high-heels." Ruby sighs as she struggles to walk with her.

"Come on, you two. Let's not keep Yang waiting." Pyrrha's voice comes from afar. The two girls turned to see her, as well as Nora and Blake approaching from behind.

Nora wore a pink shoulder-less dress with a white skirt, with Pyrrha wearing a long red dress, with orange streaks near the bottom. She also wore black black stockings underneath, as well as sleeveless red and orange gloves.

"Aw Blake, that's so cute!" Weiss claps her hands, much to Blake's chagrin.

Blake wore a short, purple, asymmetrical, halter neck dress that was split up the right side and had a black collar. Translucent black mesh covered her shoulders, décolletage and back, and decorative black swirls covered the left side of the dress and continued up the left strap. The outfit was completed with black pumps, and she actually changed her bow to a teal bow as opposed to her usual black one.

"L-Let's just go already." Blake twirls a strand of her hair while looking away.

The sky was turning a dark shade of blackish-blue and a few stars twinkled into existence as the sun set below the horizon. A pleasant, early October breeze blew by and flapped the hair of the girls around as they proceeded down the road.

Ruby struggled to walk, but it wasn't the main concern in her mind at the moment. Had she ever been on a _date, let alone a dance_? On her first encounter with Ben, what she had hoped at the time would be a pleasant night with herself at the store, ended with her being attacked by Roman Torchwick and his men, Ben suddenly coming along and protecting her as Diamondhead, discovering that the Headmaster of Beacon wanted to have her in his school, and helping the latter with his observation of Heatblast after he flew off.

That night had ended with Ruby finding out about her initial interest in Ben. To this day, she was still amazed at how well she had taken all that life-changing information and stuck with her, instead of just panicking and leaving him on the spot like any sane person would have.

Well, sane if you could count the fact that the Grimm existed and people had Semblances. The fact that the Faunus also existed proved that humans are not the only sources of intelligent life in the world, even if Dust wasn't capable of creating vessels capable of leaving the atmosphere.

Well, regardless of that, Ruby wanted this night to be as perfect as it could be. Her feelings were Ben were already confirmed by so many people that by now, she couldn't help but notice herself.

All of a sudden, Ruby raised her left fist in the air and shouted to the heavens. "You listening to me, Moon?! You're not gonna ruin this night! I'm going to have a nice dance and you can't stop me!"

Everyone snickered at her remark, but they knew that since she was younger than all of them, this special moment would linger in her mind longer than anyone else's.

The group of five continued on towards the ballroom, and sure enough, the large wooden entrance revealed itself to everyone else stood in front of it. Sensors located near the entrance beeped once the group entered their vicinity, activating the lock and causing the doors to open.

Blake stands alone though with Pyrrha. Ruby and the other girls turn to her, with the two telling them that they'll wait for the guys to come over first.

Peeking out from inside, Yang, now in a short white dress with black heels as she stands at a podium. The doors in front of her open and she flips out upon seeing who walks in.

"Ooohh, you look _beautiful!_ And Ruby, you're so adorable in that!" She swoons over.

"Tell…me…about it!" Ruby groans as Blake catches her. "For real though, _can_ we have a serious talk about how Weiss fights in these?"

Yang and Weiss chuckle but nonetheless everyone is in a happy mood once the doors close on them, with Nora grinning as she jumps down onto the dance floor.

A few minutes passed with Blake and Pyrrha standing together near the entrance way. The two enjoyed each other's' company until the bickering of the guys could be heard from afar. Turning to the crowd of five, the guys immediately stopped to see the girls in their full glory.

"Stupid... dumb... neck trap!" Sun continued to struggle until he stops and stares at the dark purple dress worn by Blake, now looking like she traded her usual eyeshadow for an especially attractive violet color, as she steps forward and takes him by the arm.

"Oh, uh…" He gulps, with everyone seeing that he actually began to get a little red between his cheeks. Blake smiles deviously as she gazes on his body.

"I knew you'd look better in a tie." She says. Sun was speechless, which was a surprise to everyone else except for Jaune because of Pyrrha taking ahold of his hands.

"Sooo, does this mean we're going... _together_?" He asks.

"Technically, though my first dance is spoken for."

As they began to walk to the doors, the rest of the guys then turned to the orange pairing, seeing Jaune actually red from the top down due to the redhead wrapping her body around his arm, which also meant…

"…That lucky son of a…" Neptune actually said that when they passed him.

"Er, let's get to the doors too, shall we?" Ben tries to calm him. Of course, he couldn't help but also notice that her bosoms were wrapped around Jaune's arm as well.

Reluctantly joining them, as the doors opened once more, Ben's eyes widened to the site of the many people inside. There were decorations of all kinds; flowers, balloons, all sorts of things. Speakers were present playing a spectrum of themes as pairs of boys and girls danced on the ballroom floor. While he was amazed by the sheer amount of stunning visuals, what immediately drew his eyes was…

"…Oh." Two voices said as they stared at each other.

While Yang was going to cutely retort against the guys' appearances, she decided to act seriously, moving the rest of the guests along as to give Ruby and Ben the time they needed. Alone time.

"Ben…h-hey there. It's good to see you." Ruby stammered lightly. She looked at his outfit and was impressed with how well he looked. "You look really nice."

"T-thank you," Ben replied, rubbing the back of his head. "You look really nice too."

Immediately, he realized that his words might've been misunderstood. As his eyes widened he quickly flustered his arms in front of her. "I-I mean…not that you don't always look nice. You look good in whatever you wear…it's just…in this situation… You're…really beautiful."

Ruby was speechless, blinking for a second before the two of them began to blush immensely. But, she _did_ smile a little upon hearing his remark. _'He-he… He was pretty nervous too, huh?'_

The black and redheaded Huntress-in-Training stepped forward and placed an arm out for Ben, making him freeze up. It took Ben a moment before he snapped out of his stupor and looked back at Ruby, who was smiling softly at him. Yang and the others that were eavesdropping were noticing her movements. It's like she didn't even notice she was wearing her heels now.

"I appreciate the compliments." She giggles. "…Shall we?"

Ben was amazed at how she sounded, just adding more to her attractiveness. Needless to say, any apprehension he had begun to steadily drain away and allowed his usual calm and confident demeanor to reemerge.

"Yeah, you're right. I guess I was being a little too nervous…" he smiled.

It didn't help that he noticed how beautiful she looked though. Her pale skin practically shined in contrast to the red and black dress she wore. The mesh around her chest emphasized her sleek body figure. What he really took was the slight amount of make-up she had applied to her face. Adding red eyeshadow her silver eyes, it really popped out with the red streaks in her hair.

That didn't stop from appreciating how happy he looked though. Ruby's face was absolutely radiating with joy as well once brunet offered his right arm to her.

"I'm all yours." He responds. Ruby nods as her cheeks go red, hooking her right arm through his left. To everyone else, they were all smiling. Even Blake seemed to be happy as she eyed them from afar while dancing with Sun. The nervousness that the two had was pretty much non-existent as they started to go off onto the dance floor.

"Heh, look at them…" Neptune comments with a smile. Weiss nods as well. "Quite the lovely thing."

"Ruby's first crush _and_ date! I'm so happy for her." Yang gushed.

"I'm surprised at how quickly those two got together actually." Jaune says. "Since when did Ruby and Ben start to notice each other?"

"Didn't you first notice at from the Initiation?" Ren says, much to the surprise of everyone else but Yang. "It was when Ben saved her from the Deathstalker."

"…Huh, I did not notice that." The blonde says with a curious tone.

With that little remark, as Ben and Ruby descended down to the ballroom floor, the rest of the gang. Yang dwells off from the attendance to join in on the fun. Everyone was shown having a jolly time, especially Blake, Ruby, and Ben. To everyone's surprise, Blake was the most emotional. After Blake is spun around by Yang before they curtsey to one another, Sun comes up and takes his date's hands as Yang gestures for him to do so.

After some time passed, some of the gang decided to take a break. After Yang finishes up with another person, she goes to hang with Ruby, Ben and Weiss in the back of the room. The four watch Blake laugh and enjoy herself before smiling at her team.

"Mission accomplished." Weiss smiles.

"Hopefully she doesn't have _too_ much fun tonight. It's only the first hour of the night, after all." Yang remarked slyly, taking a swig from a cup of punch.

 _'But…'_ Turning to their sides, their smiles grew larger at what they saw. Sitting together, Ruby and Ben were seen holding hands as she leaned on his shoulder. The two were in bliss.

As they rested, it was then that a surprising member gestured to the group. To everyone's side, Ozpin appears with a smile.

"Enjoying yourselves, I see." He says towards the four, especially Ruby and Ben.

"Well, as much as we can. Even though I like to dance, we're not the…fancy pantsy... dancey boys and girls." Ruby chuckles a little. Ozpin nods a little while looking out to the ever-flowing crowd of students.

"Well, you can't spend your whole life on the battlefield, even if you may want to." He states.

Weiss crosses her arms in response. "Truly. Yeah, that lesson's been floating around a lot lately."

"If you think about it, fighting and dancing aren't so different. Two partners interlocked, although one wrong move on the ballroom merely leads to a swollen foot." Ozpin tries to compare the two subjects. Yang snickers.

"Well, there's that, or a twisted ankle." She remarks. Ozpin actually chuckled to that.

"Regardless of that though, it's not every day that friends are able to come together like this. Time has a way of testing our bonds, but it's nights like these that can help keep them stronger than ever. Nights like these are ones we'll _never_ forget." He surmises.

Ruby and Ben smile at the words of wisdom, but turns their heads at the sound of the doors opening. Yang is back behind the podium, and smiles at the new arrivals. Smiling, she greets the two, which were revealed to be Emerald and Mercury, outfitted in an olive.

"You guys are just in time!" She greets them. Mercury and Emerald smile at her as they arrive in.

"Yeah…" Mercury started.

"Wouldn't miss it for the world." Emerald finishes the sentence.

To everyone's notice, they didn't seem to be suspicious. However, Ozpin's face slightly contorts to the presence of the two, though only for a slight moment.

As the party continued to go on though, it was then that Ben got an…ominous feeling in his stomach. No, it wasn't anything evil, but rather…the clicking of _one_ single button. Ruby and Yang, even Ozpin, were surprised to see his body reluctantly let go of Ruby's and walk off to the middle of the dance floor as if he were being controlled.

"Oh God. No, please… OH GOD! Ruby, help!" He croaks.

"Uhhhwaaa…?" The sisters tilt their heads, but blink once the infamous music of Shine started to play.

"This... Is... _**Happening**_!" Ren roars as he presses a button, causing the massive speakers to play the song.

All hell plays, and the infamous/hellish training from Ren finally pays off. Even those the motions that Team JNPR-B seemed to cast seemed effortless, no one knew the harsh backstory between them. It did look good though, as even though the training itself was bad, the members themselves did not have much strain in pulling off the dance moves in contrast to the song.

The crowd that surrounded the circle whistled and clapped. Ruby moves in front of the crowd, seeing Penny from afar. She seemed happy to see Ben and the others dancing, so much that she and an Atlas guard next to her began to do the "Robot" dance themselves.

* * *

 **…**

The dance of Shine continued for a few more minutes until the song ended, but that only settled the start for everyone else to join in on the fun. Jaune and Pyrrha continued to dance. Ren and Nora do a kind of disco dance as well, Sun and Blake join the mix as other students began to boogie down. By now, it was approximately an hour until midnight.

"I think I had enough for one night…" Ben croaked as he came back to Ruby. She was about to applaud him for his efforts, only to gasp upon seeing his sick face.

"Ben?" She blinks.

"…I don't know why, but those robotic movements of mine seemed to have triggered my motion sickness… Give me a moment." He breathed in.

"Let's get you back to the dorms." Ruby wraps his arm around her shoulder. "Yang, I'll be going now."

"Yeah! Have a good night, you lovebirds…!" She rolls her tongue on that last part. "Don't take advantage of his state now!"

"W-Wha?! N-No!" Ruby blushes. She quickly turns around and begins to walk out with Ben.

Mercury and Emerald were seen to be observing the students from the next tier. Emerald presses on a device on her ear as she smiles.

"It appears all the dancers have partners. Red and the kid seem to be heading back to the dorms. The latter appears to be motion sick from dancing of all things." She reports. A static was heard, before a huff from Cinder was heard.

 _"How long do I have?"_ She asks. Emerald looks down upon the crowd once more.

"You should probably be home by midnight, to be safe." Mercury answers after getting a visual answer from Emerald.

 _"…Then I'll keep my eye on the clock."_ Cinder ends the transmission. The two look at each other, before looking back down at the crowd.

* * *

 **…**

Ruby, having made her way to the exit, walks out of the dance and into the night air. She watches a figure running along the rooftops and then moves to pursue. Ben had recovered by now, the wind blowing against their hair as he watches along with her with a suspicious look.

"Hey, Ruby…" Ben mutters.

"Yeah." Ruby narrows her eyes as she takes off her heels. "Don't need these right now. Come on!"

A few minutes pass. Outside the Cross Continental Transmit System Tower, Cinder stealthily approaches an armed guard. She knife-hands the back of his head, rendering him unconscious with a stunned grin on his face. She drags him behind some bushes. Looking around the area for any other people, she turns her attention towards the front entrance.

She wore a black infiltration suit. The outfit consists of a sleeveless jacket, long gloves, stiletto heel boots, a black glass mask, and several straps with containers of powdered Dust lined across her pants. The gloves, boots and pants have black mosaic designs that are infused with Dust.

Inside the building, Cinder approaches more guards as she walks in with a suggestive posture. Two guards that were patrolling look at her with suspicion as they reach for their holsters.

"Excuse me, no one's allowed in this area." However, Cinder continues to approach them. "You there, stop!"

The soldier opens fire when Cinder does not heed him. She manages to overpower him, using his gun to take out another approaching soldier. She then throws him against a handrail. Two more soldiers rush her wielding batons. Cinder flash-forges a pair of black blades from fire Dust and trounces them both, her outfit glowing orange for a second as she does so.

Smiling, she begins her stroll to the elevator, waiting for it to come down. As it does so, two guards, one colored with maroon armor and the other orange, turn to each other before they noticed her.

"...Hey." The maroon one asks.

"...Yeah?" The orange one turns to him.

"…You ever wonder why we're here?" Red asks while adjusting his grip on his rifle. Orange shrugs, looking up. Cinder actually stops to listen to this, raising an eyebrow behind her masked face.

"It's one of life's great mysteries isn't it? Why are we here? I mean, are we the product of some...cosmic coincidence, or is there really a God watching everything? You know, with a plan for us and stuff? I don't know, man, but it keeps me up at night..." Orange says.

Cinder and Red remain silent until the armored guards stare at each other in silence.

"…What?! I mean, why are we here, in this elevator?!" Red yells. Orange flinches.

"Oh… Uh. Yeah…" He chuckles.

"What was all that stuff about God?"

"Uh...hm? Nothing." Orange turns away.

"...You wanna talk about it?"

"No."

"You sure?"

"…Yeah." Orange confirms with a reluctant nod.

"…Ahem." Cinder coughs.

One of the guards then notices the fallen men outside. Both guards finally grow apprehensive as Cinder casually walks onto the elevator, the doors closing as she turns around. Thrashing sounds can be heard from outside the elevator.

"…Nice talk, by the way." Cinder comments.

* * *

 **…**

Outside the building, Ruby and Ben approach and see the unconscious guard. She gasps and pulls out her Scroll, dialing for her weapon locker which crashes into the courtyard and opens to reveal Crescent Rose. Ben does so as well, with Mundvridi and the Phase Energy Projector, attaching said weapons to his wrist and back as Ruby equips her scythe.

"You good with no shoes? We're probably going to fight." He asks in concern.

"Hey, it's better than fighting in heels. I'd probably break an ankle if I tried to use Crescent Rose like this." Ruby responds.

"…Good point. Let's go." He runs with her towards the entrance, eyeing the rifle the unconscious guard had. He quickly sweeps it off the floor and into his hands.

Running towards the front entrance, Ben quickly aims the guard's rifle and launches several rounds into it, breaking the electronic lock and forcing the doors open. The two see the other guards knocked out. They grumble a little before rushing for the elevator, in which the two guards inside were fainted as well. Dragging them out, Ben sets them aside before going with Ruby up to the console floor.

It takes them a little while, but with the beeping of the system, the elevator doors open. Ruby and Ben stroll out slowly, with Ruby brandishing her weapon. Ben holds the grip of Mundvridi as he walks alongside her.

"Hello? Is anyone there? Hello?" She says. Ben turns to her in shock.

"Ruby, why would you say something like that for?!" He sighs, knowing that whoever was inside the room with them was now aware of their positioning. Said culprit seemed to be hiding now.

' _Ruby… That girl with the black and red hair. And that other voice…the boy that was with that amber eyed girl.'_ Cinder recognizes their voices as she hides behind one of the consoles.

The sound of Ben's shoes echoed throughout the room. Knowing the distance was too close, Cinder rises from her hiding place and steps out toward Ruby. Ben immediately pulls Mundvridi down to rifle mode and aims it at her.

"…Excuse me." Ruby says as Cinder turns to face them. "You know, it's not a masquerade party, so why don't you take off that-!

Before she could finish her sentence though, Cinder produces a container of ice Dust from one of her pouches. Ben gasps as he rushes in front his teammate as she sends shards of ice flying at Ruby. Twirling Mundvridi, he deflects the icicles while clenching his teeth.

"Ruby!" He barks. Ruby quickly glares at Cinder and aims Crescent Rose at the disguised criminal, blasting off four rounds behind Ben.

Cinder smirks though as she blocks the bullets with a barrier formed from fire Dust. Ben and Ruby immediately notice the familiar glow that started to appear on Cinder's clothing as she forms an obsidian bow.

"That crafting with Dust…" Ben growls. "She's from back then."

 _'Back then? The only time I fought Red was during… Is he?'_ Cinder widens her eyes for a moment, before leaping back. Ruby twirls Crescent Rose and shoots herself forward.

"Ruby, wait!" Ben yells as he pours energy into the Phase Projector. Cinder dodges a thrust into the ground from Ruby, back flipping and jumping into the air.

Her clothes flash orange once more as three arrows were produced, eyes glowing orange as she prepares to release her three generated projectiles. Ben quickly dashes forward in front of Ruby, generating a large green shield as she lets them rip. Blocking a large explosion, two skid back a fair distance as Cinder gracefully lands.

"Who are you? What's your connection to Roman?!" Ben yells as he quickly degenerates the shield and aims Mundvridi at Cinder.

The fire user smiles at the boy, and before Ben could pull Mundvridi's trigger to fire, the beeping of the elevator makes the duo turn to look. The appearance of Ironwood on the nearby elevator makes Ruby smile, with her being visibly glad to see him until she notices that Cinder has disappeared as she and Ben turn around.

"Huh? Where did she—" Not finishing his sentence, he looks around to see no evidence of her leaving the room, save for the crater in the ground due to her explosive attack. He runs towards the windows to see Cinder running off.

"Huh? Where did she go?" Ruby says as she stands up.

"Where did _who_ go?" Ironwood asks them, looking primarily at Ben. The Omnitrix wielder turns around, the two seeing his emerald green eyes changed to gray for a second before reverting back.

"…A user capable of manipulating Dust to construct weapons, General Ironwood of Atlas." He responds. "Can you try to send some guards after her? She seems to be heading towards the ballroom."

The person in question that Ironwood wanted to interrogate so much stood in front of him, but the seriousness in his eyes said otherwise. Raising an eyebrow, he took his Scroll and quickly ordered for two soldiers to go after her.

"…I'm going to call the two of you for a briefing over this incident tomorrow. Have some time to rest and recollect your thoughts before that." Ironwood simply says as he turns back and goes down the elevator again.

Ruby drops to her knees, sighing a little as Ben rushes to her. "Ruby, you alright?"

"…Yeah, don't worry. It's just that these rush of events…"

"Say no more." Ben smiles. To Ruby's surprise, she lets out a cute yelp once Ben lifts her up, carrying her in his arms princess style.

"B-Ben?" She blushes a bit upon looking up to his face. His outfit only emphasized how handsome he appeared.

"We're getting out of here!" Running towards the window, Ruby begins to scream a little before covering her eyes and burying her face into his chest.

A crash of glass is heard from her ears as Ben jumps out from the high floor of the CCT. Expecting to fall down to the floor, she instead hears the sound of exhaust.

"Huh?" Opening her eyes, she feels the cold wind of the night brushing against her hair. Looking away, the city of Vale was seen below the duo as the lights left her speechless.

"…Nice view, isn't it?" He grins as he looks down. Ruby pouts, before smiling.

"This was the best Prom ever…" She says. Ben chuckles, before blushing a little.

"Hey Ruby..." He says with a smile as he looks forward. The projected jetpack on his back blew quiet as Ruby looks up in wonder.

"…Mhm? What's up?" She asks. Ben slowly gazes at her with a warm smile.

 _"…Will you go out with me?"_

Time froze for a second. Ruby's eyes widen immensely as her face goes from pale white to ruby red. Ben's face also reddens as he waits for her answer, but instead of waiting for a verbal response, he is responded by the cutest of smiles before…

 _"…!"_

Their lips were locked. Ben was a little surprised at first, but quickly melted into the kiss as Ruby rested her arms around his neck. The same warm and peaceful sensation he felt when she kissed him before overtook him once more. There was no denying it now. He was in love with the Ruby, the Red Reaper.

The two breathed heavily as they let of one another. Ruby happily giggled as she cuddled into her boyfriend's body. Flying through the sky for a while now after they left the CCT, they checked the time through Ruby's Scroll and were startled to see it was past midnight; it seemed that they had both lost track of time. Reluctantly, they decided to call it a night and head home towards Beacon Academy.

Neither of them had complaints, though. Flying into the starry sky with the clouds and moon above themselves was spectacular…a dream come true. In that moment, Ruby remembered a moment she'd shared with Yang as a child. The younger blonde at the time would point to the star filled sky, telling her about the various formations. The memory brought a few tears to her eyes, but the air rushing past her immediately dried the liquid up.

* * *

 **…**

Five minutes later, after flying at a moderately nice speed, the two arrived towards the entrance of the dorms. After entering the building and venturing off to Team RWBY's room, Ben and Ruby reached the door, the latter turned his back to the door to face the former.

"Thanks, Ben. This was the best night of my life..." Ruby smiled sincerely.

"Me too," He smiled, and then began to rub the back of his head sheepishly. "I guess…there's no need to tell everyone now? I mean, we practically confessed to each other at the dance floor, so…"

Ruby grinned. "It'll be the talk of the school for a while…that's for sure. But, in time, I'm sure they'll adjust to our relationship."

Muffled laughter was heard between the two. As they turned back to the door, Ruby began to slowly turn the knob after unlocking the door with her Scroll. Since it was past midnight, the two expected everyone to be asleep. However, the moment they opened the door _just_ a little…

 _"There you are, lovebirds!"_ Yang, now in her pajamas, squeals as she grabs them into the room with a bear hug.

"Woah!" The doors slammed as they yelped.

Throwing the two onto Ben's bed, Yang had a shit-eating grin as she stood in front of them. Blake watched from atop of her partner's bed like how an actual cat did, peeking over with a suspicious look on her face. Weiss frowned a little, but quickly switched to a smile herself as she places her arms around both of Ruby and Ben's shoulders.

"Uh…" Ben and Ruby gulp nervously. Yang and Weiss trapped them between each other, as if an interrogation were going to take place.

"So, what happened after you two left? You guys weren't in the room…sooooOoooo… Give us the good stuff! Did ya kiss?! What _did_ you guys do?" She breaks all hell out.

With the exploding red views on their faces, Ben and Ruby tried to explain their situation as good as they could, the part about Cinder and Ironwood for the first thing they talked about. The nightly atmosphere changed between cold and warm as they then explain what happened later on, everyone snickering at the two as the night finally comes to an end…

* * *

Yay! Such a wonderful thing has been completed!

I had a little trouble writing this chapter because I didn't want it to seem like the one from the Null Fairy. Granted that yes, the Null Fairy's confession chapter was that of an actual date, the Huntsman from the Void obviously follows a more linear path.

Regardless, I still think that this chapter went out as a good one! Although this chapter was mostly focused on the likes of Ruby and Ben, let's not forget Arkos and Blacksun!

About my recent suggestions. If I _do_ decide to make a Boku no Hero crossover, I'm gonna need some help! Let me know about some ideas if you guys really want me to do so. Courtesy of the suggestions from AnimeMasterDub! Highly possible I'll do it, it'll just take a little time for me to possibly to create the initial chapter.

Anyhow, let me know what you guys thought of this chapter. As usual, I'm always up for suggestions and/or corrections, so let'em rip! Thanks for the continued support! Next chapter is the introduction of the trip to Mountain Glenn!


	12. Mountain Glenn

Dead? Nope! Well, gone for a month and not updating for a while may as well be the equivalent, but nonetheless! I'M BACK Y'ALL!

A long hello back is quite overdue, another chapter of the Huntsman From the Void to journey with you on this comeback from school. Been a while since I've posted yes, so let's get right down into the nitty gritty review section! I'm surprised by how long this had to take. Time for the reviews!

 **Pairings Ideas**

So, pretty much a few ships have sailed from the last chapter. The Ben x Ruby, the Jaune x Pyrrha ship, _maaaaaaaybe_ Black Sun as well? Since we have these pairings officially dedicated and now plotted in this story, I wanted to ask you all; do you think we should have some stories dedicated to them? Like for example, Team RWBY traveling to Patch Island and meeting with Taiyang for one. Lemme know if you guys have any ideas for a dating chapter or what not. (Btw, if you've noticed Pyrrha's slight obsession with Jaune within the story, I based it off from a couple of fanarts where she pretty much went yandere on that blond booty! Haha… I fear for Jaune.)

 **The Black Queen Virus**

The Black Queen Virus, which was assumed to be developed by Watts, proves to be a major plot point for seasons 2 and 3 of the canon material. Because it allowed Cinder to control the placement of matches during the tournament and mess with the official controls of the stadium, that in turned sparked the Battle for Beacon. Regarding that however, I have no doubt that Ben is able to find and exterminate it, but since he and Ruby did not notice it, how should we introduce it back into the plotline? I still want the Battle for Beacon to occur, though I want Cinder's control to be somewhat nullified.

 **Upgrade Continued.**

Been playing _waaaaaaaaay_ too much Overwatch lately, and with the 2nd Anniversary in full bloom, I've been playing more often to get the skins I always wanted. Ideas from the game, as well as from other forms of media were used. Here are the following inspirations for the upgraded weapons of Teams RWBY and JNPR:

1\. Yang's upgraded Ember Celica was based on Genos from OPM, taking inspiration from his robotic arms that were capable of both acceleration and offence maneuvers. A slight amount of inspiration was taken from the X-Gloves of Katekyo Hitman Reborn as well.

2\. Ruby's upgraded Crescent Rose took its scythe design from Owari no Seraph's Shikama Dōji Demon Scythe, and partly from the mechanic of Halo 2's Type-51 Carbine Rifle and Type-50 Sniper Rifle for the rifle mode, using the semi-automatic mode of the former and firepower of the latter.

3\. Blake's Gambol Shroud interestingly enough took inspiration from many things. The first was that of Adam's weapon, Wilt and Blush, and in turn, Kagura's sword from Ga-Rei: Zero. The other inspirations were from that of Leon's Gunblade, the Redeemer from Warframe, as well as Emiya Alter's modified versions of Kanshou and Bakuya, the sheath also transformed into a gunblade that covers the main blade. It's name is **Umbra Gorch**.

4\. Last but not least is Weiss' upgraded rapier, dubbed by own self as **Viridicita** , is based on the Reiterpallasch of Bloodborne and Liselle L'ourson's weapon from Madou Koukaku. I wanted to keep the rapier part, but add a better and _actual_ shooting mechanic to Weiss' arsenal. Seriously, most weapons are supposed to have functioning gun mechanisms…

For Team JNPR:

1\. For Jaune's upgraded Crocea Mors is based off of the Charge Blade from the Monster Hunter series, particularly of those of the Kadachi Kaina, and the other inspiration being the coloration of Warframe's Plasma Sword. The shield's additional weaponry is based off the MS-07B-3 Gouf Custom's Gatling shield, though the Gatling part is simply a lighter laser pistol or gun. The name of the sword and shield combo is the **Magnatern Fos.**

2\. Nora's upgrade Magnhild is based off the Gravity Hammer, as well the Thunder/Daemon Hammer of the Warhammer 40K series. The gravity use of the former and the energy projection and thunder gathering of the latter. Fuse that with Magnhild's already insanely powerful grenade launcher…and boom. Its name is the **Kyrioskern**.

3\. For Ren, I decided to focus more on the overall shape and functionality of StormFlower. Adding aspects from Fallout's Laser Pistol, Halo's Plasma Rifles and Plasma Pistols, those contribute to the pistol mechanics, while inspiration from Borderland's Knife Pistols and switchblade mechanisms. Ren will be given the choice to wield the melee mechanic as energy dagger pistols, or energy scythe pistols! Choose wisely! Their names are the **Mirdorashi**.

4\. And finally, for Pyrrha. This was hard actually. Her weapons were difficult to come up with for upgrades, but I suppose simple ideas will do. Like some reviews said, go for energy weapons I guess. Milo's Xiphos form now takes the form of a weapon based similarly to one of Owar no Seraph's Kiseki-Ō swords, while its javelin form is based off of a one handed, energy bladed variant of Akame ga Kill's Incursio spear. Akouo is basically upgraded with energy blades around the curves, to which Pyrrha can control is they are active or not. Their names are **Ilios and Lleuad.**

And…that's it for now. I'm thankful for the patience of every single person who had read my stories. I apologize for the delay, so let's get right to it! I own nothing related to the subject of **Ben 10** nor **RWBY**! Once again, thanks for all the support and concern. A huge thanks for over 350 Reviews, over 300 Follows and Favorites, and over 48,000 views!

* * *

 **Chapter 12:** _Mountain Glenn_

"So, you're telling me that—"

 _*Beep Beep!*_

"…God damn it. Never mind." The General sighs.

Ironwood and Ozpin were currently arguing about the recent matter that took place in the CCT since the time from the Prom. While Glynda stood beside them, groaning a little due to their child-like behavior, the sound of the elevator comes from the other end of the room. The two sigh, and finally stop bickering as they turn back to the end.

"Come in." Opzin orders.

On cue, the doors open to reveal Ben and Ruby, back in their casual outfits and with their weapons on their respective shackles. Ruby sheepishly rubs the back of her neck as Ben rolls his eyes a little, the two of them exiting the small space and standing a few feet from the trio.

"…We would've been here a little sooner, but…" Ben starts.

"Sorry it took so long. Someone accidentally hit all the buttons on the elevator on the way up here… It wasn't me." She quickly paused to explain herself.

"Right…" Ben sighs a little. "Anyways…"

"Yes. Thank you for coming, Ruby, Ben. How are you two feeling?" Ozpin asks, ignoring the little witty remarks that just occurred in front of him.

"Okay, I guess. I'd feel better if my bad-guy-catching record wasn't O-for-three though..." The scythe girl admits. "At least I made sure not to fight in those stupid high-heels. _Still don't get how Weiss fights in those…_ "

"Otherwise that ankle breaking thing you said might've actually happened, Professor." Ben adds.

"Yes…" Ironwood coughs. "Anyhow, back on to the topic. Ruby, Ben, I feel it's appropriate to let you know that I think what you two did last night was exactly what being Huntsmen and Huntresses was all about. You recognized a threat. You took action. And you did the very best you could."

"Oh… Thank you, sir." Ruby nods as he pats their shoulders. Ben raised an eye brow as his right hand touched his shoulder.

 _'…His hand feels…hard._ And _cold.'_ He notes, not letting it show on his face however.

"Now, the General here has already informed of the events that...transpired last night, but now that you've rested, we were wondering if you two had anything to add." Ozpin starts.

"Was anyone else with her? Did she look familiar to you at all?" Glynda goes on, beginning with her questioning.

As Ironwood steps back, Ben and Ruby give each other a look, as if asking each other if it was alright to disclose this information. With a confirming nod, Ruby speaks out first.

"Well… I… She was wearing a mask, and she never said anything to Ben and I. But I know she fought with glass, though I don't think that was her Semblance. Her clothing lit up whenever she attacked." She started. Glynda raised her eyebrows in response.

"Professor Goodwitch, I think that gives you a vague idea of something from the past, yes?" Ben suggests.

"Indeed. Save for the glass, that seems like the woman I first fought with when I encountered Ruby and Ben." She admits. The blonde could see from the back of her eye of Ironwood's interested expression.

"Embedding Dust into clothing is an age-old technique. It could have been anyone." The tall man proclaimed.

"Wait. What if she's connected to Torchwick and the White Fang?" Ruby goes on. "You guys did find out what she was doing in the CCT in the first place, right?"

"…Now that you mentioned it. It's possible. But we still lack the required evidence to link the two together." Ozpin says. Ben however noticed a slight change in his tone of words for a moment.

 _'…Is he lying? For Ruby's sake? Oh…I see.'_ He wondered. He narrowed his eyes as he stepped up.

"Actually… Actually, I... I think we remember her saying something about a hideout, or something, in the southeast. Just outside the Kingdom. It was…right before she left, yeah…" He slips out. Ruby looks at him, smiling in surprise.

Ironwood and Glynda look at each other with confused looks, but Ozpin smirks a little as he folds his hands together. It seemed like he noticed his little ruse, and began to understand what he was trying to get at. He stands up, placing his arms behind his back.

"Interesting…" He merely says, continuing his facade.

"Wait, I thought Ruby said that she—" Glynda was about to retort, but Ozpin steps up in front of her, interrupting her question.

"—Thank you for you cooperation, you two." He finishes. "Ruby, why don't you go and spend some time with your team? You have a big day ahead of you, after all. We'll be asking a little more from Ben, if you two don't mind."

Ruby blinks, looking at her boyfriend. Ben merely shrugs, placing a hand on her shoulder. "It's alright. I'll be back after a little while."

"…Alright then." She nods, before turning back. "Anytime, Professors."

"Oh, and Miss Rose." Ozpin calls her out. She glances back to listen. "Please, try to be… discreet with this matter. It is the upmost of importance."

"Gladly, sir." Ruby nods once more, standing in the elevator. As the doors close, the four watch as the beeping of the elevator begins to go down and down…

As the sound disappears, Ben sighs. "Alright… Professor Ozpin."

"Right as you are… Unfortunately though, it seems like one of our guests has a bit of questioning for you." Ozpin repeats the gesture in turn, glancing at Ironwood. Ben takes note of the man's staring at his left arm.

"…Of course. It was only a matter of time until _someone_ of authority got a peek of interest in this." Ben rolls his eyes. Ironwood steps in front of him, pointing down onto his arm.

"Mr. Tennyson. I have to admit, I've become rather interested in you." He says. "My curiosity has been peaking ever since I've witness footage of your…transformations. My subordinates have noted me of such things."

"…Subordinates?" Ben blinks, tilting his head slightly. Ironwood smirks, and snaps his fingers.

 _"Winter."_ He calls in. From another door, Ben and the rest of the people turn to see the familiar snow haired woman walking towards Ironwood. Immediately, Ben frowns a little, backing up.

"Oh, great… Ice Queen. It _had_ to be the Ice Queen." Ben chuckles nervously. Winter responded similarly, though maintained a proper look.

"Hello there… Mr. Tennyson." She greets him, her eye twitching a little. Ozpin chuckles a little as everyone takes a seat.

"Well, let's talk then, shall we? We have much to discuss." He says.

* * *

 **…**

"Wait, what do you mean it doesn't come off?!" Ironwood slaps his knees as he points at Ben. The Huntsmen-in-training merely shrugs as the Omnitrix was shown to everyone.

"It's exactly as I said, General." He replied. Winter blinks, poking at the device from behind him. "…Um."

"Don't mind me." She says. "I have to ask though; why a watch?"

"…Anyways. What do you mean by that, Mr. Tennyson?" Glynda coughs. "It doesn't come off from normal means is what I'm assuming."

While Winter was busying satisfying her curiosity, Ben nods. "Exactly."

Activating the Omnitrix, Ironwood and Winter watched closely as he pushed the core down. Ozpin and Glynda already covered their eyes though, leaving the other two to be blinded temporarily as Ben was replaced with a small creature.

He was grey-skinned, frog-like, and was only four inches tall with large green eyes, which had rectangular pupils and horizontal eyelids. He wore a green jumpsuit with a thin vertical black stripe going down it, and had a larger version of the same stripe existing on his head, in-between his eyes. The Omnitrix dial was located on his back as he landed on Ozpin's desk.

"Well, this is certainly different." Ozpin looks down. "And what does this form possess, Ben?"

"Merely an addition to my already stagnating growth of intellectually primal brain power. Or… Just, **Grey Matter** , why don't we accommodate for that?" Grey Matter bows.

"…Amazing." Ironwood looks down. "You're entire physiology has changed. Your skin color, size, voice, _everything_. How does this work? How much power does it need for this to activate? I must know!"

Grey Matter turns around though, holding up a hand in retaliation. "Hold it right there though, General Ironwood. I must distinctly tell you about what you _cannot_ do. The first and foremost though is…"

"Yes? What is it?" Ironwood asks with much curiosity in his voice.

"First of all, this device on my back, the Omnitrix, is fused to my DNA, to the very core of my being. It cannot be removed through any physical means." Grey Matter explains.

"…Shall we test that theory?" Ironwood actually says after pausing for a moment. Ozpin and everyone else looks at him a crazed matter, but Grey Matter merely smiles in response.

"Then I'll be more than happy to disappoint you, General." He says, tapping the dial on his back. Flashing once more, he transformed into Chromastone. "You can try all you want."

Ironwood narrows his eyes, and then turns to Winter. "Winter, bring them out."

"…Yes, sir." She nods. Going back into the room, a minute or so later, she came out with a _gigantic_ case. Lugging to the middle of Ozpin's office, Glynda and the Headmaster sweat dropped a little as she places it down onto the floor with little to no effort.

"…James, we're not going to be in the middle of an explosive occurrence, are we?" Ozpin asks, raising an eyebrow in question, and partly worry. "I don't want the news of the Vale Network to be covering the death of Beacon Academy's Headmaster."

"Oh, don't worry, Oz…" Ironwood says as he stands up. Opening the giant suitcase, Chromastone and everyone else frowns as he takes out a gigantic drill. _"…This'll be a personal touching."_

"…I need an adult?" Chromastone gulps. Ironwood smiles, with Winter blinking in slight surprise. Ozpin and Glynda had slightly worried faces as the drill began to activate, glowing bright blue as he started to go towards the crystal humanoid. Its swirling motion eerily screeching through the room was dehumanizing to put it at an understatement for this situation.

"I _am_ an adult."

* * *

 **…**

Back at the dorms after a little while later, Ruby sighs a little as she steps in front of the door to Team RWBY. Opening it, the rest of the girls zoomed over to her, Yang grabbing her shoulders as Blake looks behind her shoulders.

"What happened?!" She asks with a worried smile. Blake blinks, frowning a little.

"And where's Ben?" The cat girl adds. Ruby chuckles, walking into the room and closing the door. As she sits down on a chair, the rest of the girls stood around her.

"Uh... well, um..." She starts. "Well, we were called over by Professor Ozpin after what happened."

"Regarding the incident that you and Ben intercepted with." Blake presumes. Ruby nods.

"Yeah. When we got to his office, Professor Goodwitch, as well as General Ironwood were there to witness the whole thing." She goes on. Weiss frowns a little.

"Wait, the General? Huh…that must've been important to him then. Even though he said he wanted to interrogate you guys, it must've been quite the thing."

"Pretty rough, yeah. Didn't help that we were almost late too… Stupid people tapping all the buttons to the other floors… It wasn't me, just letting you know." Ruby corrects herself again.

"So, what happened?" Yang asks again.

"Well, just the basic stuff. You know, the buildup of us wandering the streets in the night, encountering all the knocked out guards, and our eventual faceoff with that mystery woman." She sums it up. "It was kind of weird though."

"Weird? In what way?" Blake raises an eyebrow. "Did you recognize the person?"

"In a way, I guess. Ben and I were pretty much convinced that the culprit was the person that we faced off against together when we first met. You know, during that time that Roman Torchwick attempted to rob that store from before last semester?"

"Oh, right! Wait, if you said that, you didn't happen to…" Weiss' eyes narrow slightly. Ruby smiles sheepishly…

"Yeeeeeeahh… We might've slipped out that there _might've_ been a possibility that there was a base _somewhere_ in the southeast, just outside the kingdom…!" She nervously reveals. Weiss folds her arms in a mildly disapproving matter.

"Well… That was a risky move." She states. Blake cups her chin, smiling a little.

"No, I think they handled it well." She admits. Ruby slouches a little though.

"I hope so…" Ruby sighs. Yang smiles, patting her sister's head in comfort.

"I'm sure everything will be fine, Ruby. Wait… Oh! I know what'll cheer you up!" Yang's eyes brighten a little as she began to walk over to the other desk. Ruby and the girls look over as she picks up a cylinder like package.

"What's that?" Ruby asks. Yang shrugs, holding it in front of her.

"I don't know yet. Dad sent it to us, so I thought we could open it together?" She smiles.

Ruby's eyes sparkle as she zooms over to Yang and wraps herself around the blonde, trying to take the cylinder from her. The package opens, and another cylinder, hairy and black, falls out onto the floor and starts to shake, bouncing a little. After a few more seconds, it suddenly bulges out and transforms into a black and white corgi. Team RWBY leans in, staring at it with…mixed looks.

The dog barks twice, obviously happy to see the two half-sisters he was looking at. While Weiss and Blake continue to react with great shock, Ruby and Yang react excitedly, with Ruby jumping in the air. While she was still airborne, she grabs him and begins to rub his belly.

 _ **"** ** _Zw_ eeeeeeei!" **_She joyously yelps out. Blake and Weiss back up, with confused looks on their faces.

"Wait, he sent a _dog?!"_ Blake starts, jumping onto Ruby's bed and attempting to peek out through the tent like fortress.

"In the _mail_ nonetheless?! _"_ Weiss finishes.

"Oh, he does stuff like this all the time!" Yang smiles as Zwei begins to cheerfully lick Ruby's face.

"…Your father or your dog?" Blake grumbles, disapproval all over her face as she looked down from above.

Weiss looks down onto Zwei, the latter ceasing his licking as he panted a little, looking into Weiss' eyes in return. "Are you telling me that this mangy...drooling... _mutt_ …is going to _wiv wif us_ _foweva?_ Oh, yes he _is_ , yes he _is!_ Oh, isn't he adorable!?"

"…What the f—Oh. He's drooling. _Great._ " Blake was about to swear, only to huddle away slightly. "Please keep that thing away from my belongings. And my books. And my adoring little pubescent kitten, Ben."

As the three continue to beckon over the adorable corgi known as Zwei, Ben suddenly opens the door to their room, a shit-eating grin on his face as he closed it. "Ha. Got'em! Oh, did someone call my name at first?"

"Ben? What happened?!" Yang proceeds to ask him like before. Ben shrugs, before noticing Zwei.

"…A corgi?" He blinks. "Cool. What's his name?"

Before anyone could answer though, Zwei leaps off from Ruby's arms, walking over to Ben. Sniffing his feet, he gives the Omnitrix wielder a confused growl, before barking in acceptance after he sniffs him.

 _"Ruh! Ruh! Rooowugh ruh ruh! Ruuuuh… Ruh? (Hello there, old chap! I am Zwei, gentlemen corgi of the Xiao Long family. You…seem to be adequately smell-ful of my master, Ruby Rose. I suppose the two of you must be…mates?)"_ The dog seemingly introduces himself.

"…Gentlemen corgi? I'm surprised that you're not wearing a uniform or something then, Zwei." Ben responds. _'Also, British-accent? Huh, who knew?'_

As the two ended their little introduction, Ben looked up and about, only to see confused looks staring in his direction as the girls looked down at Zwei, and back at Ben. Ruby wipes her eyes, before grabbing his shoulders.

"…Did you just talk to Zwei? YOU CAN SPEAK DOG?!" She grins, hugging him. "Oh, how wonderful! You know what Zwei's saying!"

"Uhhh… Wait, huh?" Ben blinks.

"Since when could you speak dog… Ben, you little traitor…" Blake mumbles, pouting a little. "Why can you speak cat instead…?"

"W-Wait a second." Ben gulps. "I don't _actually_ speak dog. It's just that the Omnitrix has a function for this type of scenario."

"A program of some sort?" Weiss presumes. "Can it work on any lifeform?"

"Ah…no. The Universal Translator can only work on sentient lifeforms that have at least some degree of intelligence. Normally, creatures like dogs and other common animals don't possess enough of that to a degree, but Zwei seems to be perfectly capable. Must be because of this world." Ben surmises.

"Wait, then why can't Wildmutt talk then?" Yang asks.

"Well, that's because—"

 _"Ruh! Ruh ruh. (Oh, incoming transmission, lad.)"_ Zwei barks. And as he said, a single beep was heard as Glynda's voice began to speak out from the speakers throughout the school.

 _ **"Would all first-year students please report to the amphitheater?"**_

That snaps everyone back into place. Weiss looks down at Zwei, raising an eyebrow. "Well anyways, we can't just leave him here while we're gone."

As Yang holds the package, a small, folded letter descends down. Zwei sniffs the air, noticing Blake as he turns around. He barks joyfully as he walks over to Weiss' bunk, looking up to her.

" _Ruh ruh ruh!_ _(Why hello there, young madam!)" He greets her. Blake cowers, hissing a little. Ben snickers a little as Yang picks the letter up._

"Oh, here's a letter." She blinks. "Let me read it out."

 _"Dear girls, I've got to leave the island for a few days, so I'm sending Zwei to you to take care of. Enclosed is all the food you should need."_

 _"Love you both, Taiyang."_

As Ben crouches down in front of Yang to pet Zwei on the head, Yang flips the package. In an instant, Ben felt head trauma as cans upon cans of premium dog food spilled out, each hitting him on his noggin and burying the two in cans. Ben's arm was seen twitching a little as Zwei joyfully pops out, barking.

 _"RUUUH! Ruh ruuuuh ruh ruuuuh ruh! (Oh how lovely! The top brand that he usually gives me once a month! And a whole cornucopia of them, oh the handsome lad of a master I have!)"_ Zwei says.

"…Good for you, Zwei. Your father must love him, right Ruby?" Ben chuckles a little, before rising out from the pile. He rubbed his head a little as the black and red girlfriend of his giggled.

"Wait, what's he supposed to do with all of this?" Weiss looks down. Yang flails the package again, this time a can opener spilling out and slapping Ben's temple again.

"…Ow." Muttering that one word, he dropped to the floor in an instant, swirling miniature Stinkflies flying around his head.

Yang smiles, throwing the letter and package away. She yawns a little as she and Weiss start to dwindle out of the room. "Well, that settles it! Come on everyone, Zwei will be here when we get back!"

Weiss nods, but as she was about to exit through the doorway, she does a little turn about, fluffing Zwei a little with a goofy grin on her face. _"Oh, I'll miss you so much, we're going to be best friends, I can't wait to see you—"_

"—Come on, princess." Yang smirks, dragging her away by the collar. "You and Blake can both play with Zwei afterwards."

" _Play_ with him? You've got to joking, Yang…" Blake hisses at her from the top of Ruby's bunk. She glares at the corgi, quickly stretching down to pick up Ben by his stomach, and then holding him like a mother cat by his collar with her mouth as she jumps off from the bed. Landing on the table, she successfully avoided Zwei as she made her escape.

"…She really is like a cat." Ruby chuckles. "Isn't that right, Zwei?"

The corgi barks in blissful ignorance. As she was about to leave the interior, she glances back at her joyfully blissful pet. Suddenly…she got an idea, smiling sneakily as she grabbed her backpack, which possessed the logo of Beacon Academy.

"…Come on, boy! Let's go on an adventure!" She snickers. Zwei barks, but in oblivious joy once more.

* * *

 **…**

"…What just happened 10 minutes ago? I remember talking to Zwei, and then…everything was a blur…" Ben grumbled as he shook his head. Looking up with the rest of Team RWBY-B, every first-year student gathered before today for the Vytal Festival was seen standing in the room, waiting for Ozpin to relocate to the stage.

"…Nothing. Hush down, my kitten." Blake pats his head. Ben frowns upon realizing that he was currently in his Cat Faunus form, much to his annoyance. Blake must've activated the Omnitrix while he was out of it of all things.

Hearing the chattering of the crowd, Teams RWBY-B and JNPR stood in the back as Glynda calmed everyone down with a dose of words. "Quiet! Quiet please. Professor Ozpin would like to share a few words before we begin."

 _'Oh… Well, here we go.'_ Ben then slapped his cheeks, blinking a few times as his entire attention was drawn back to the green scarfed Headmaster. The lights dimmed, and a single stage lamp shined upon his figure as Glynda walked off.

 _"Today we stand together, united. Mistral. Atlas. Vacuo. Vale. The four Kingdoms of Remnant."_

 _"On this day, nearly eighty years ago, the largest war in recorded history came to an end. It was a war of ignorance, of greed, and of oppression. A war that was about much more than where borders fell or who traded with whom, but about the very idea of individualism itself. We fought for countless reasons, one of which being the destruction of all forms of art and self-expression. And as you are well aware, that was something many could not stand for. As a result, those who opposed this tyranny began naming their children after one of the core aspects of art itself: color. It was their way to demonstrate that not only would they refuse to tolerate this oppression, but neither were the generations to come. And it was a trend that is held to this very day. We encourage individuality, expressionism, and unity through diversity. As I have said, today we stand together, united. But this bond cannot exist without effort. Which is why today, while the rest of the world celebrates peace, Huntsmen and Huntresses will work to uphold it."_

"As first year students, you will be tasked with shadowing a professional Huntsman or Huntress on a mission. Some of you may be taken out of the Kingdom for several days. Others may work within the walls for the rest of the week. But no matter which path you choose, remember to be safe, remember your training, and remember to do your very best…" He finally explains, before bowing slightly.

The entire audience gives a round of applause towards the Headmaster as he begins to step away from the stage. Through the shadows of the group in the back however, Glynda and Ironwood watched from behind as he finished. Upon lighting the entire theater back up, data displays of said tasks were beginning to upload themselves upon to them in wait for the students of the four schools.

Ruby grins as she looks back to the rest of the team. Team JNPR gave the former a goodbye as they tethered to their own task. "This is perfect! All we have to do is shadow a Huntsman working in the southeast! It'll be smooth sailing from there on!"

"You bet!" Yang agrees. "We'll follow them around by day and give them the slip byyyyy night!" She then snaps her fingers. Blake's ears twitched as she smiles a little. Weiss folds her arms as she looks over yonder towards a certain board.

"Let's check _"Search and Destroy"_." She suggests. As the team began to walk by towards said holographic projection, Ben's Scroll began to beep, prompting everyone to look back.

"Oh, that's mine." He says, taking the thin device out. As expected, the caller was someone that Ben had…business with. Answering the call, the girls could hear a few sentences.

"…I got it." He says, ending the call. "Sorry, I have to take this. I'll be with you guys in a bit."

"Oh…sure." Ruby blinks. As Ben began to dwell away, Blake couldn't help but glance in his direction. She didn't seem to notice anything weird in the distance, but she couldn't help but feel like something odd was developing in her gut.

 _'…I wonder what's gotten him all riled up.'_ She blinks, before turning back.

A few moments later, Team RWBY approached the holographic screen. Ruby smiles as she points down to a particular display of text. "Oh, here's one! Quadrant 5 needs Grimm cleared out! Perfect!"

"Well, it's in the southeast at least." Blake admits with a shrug. Yang grins in response as the scythe user begins to input her team's name. However…

 _ **"** ** _ACC_ ESS DENIIIIIIIIIIIIED!"**_

"What?! But we're students!" Ruby barks.

"Oh, wonderful…" Weiss groans.

"Any other ideas then?" Blake sighs. Ruby cups her chin, before gasping in response.

"I know! We _mail_ ourselves there then!" She suggests.

 _"That's one option, I suppose."_ A voice, Ozpin's, suddenly responds, walking in front of them from the other end while holding a data pad. "Unfortunately, we determined that the concentration of Grimm was too extreme for first-year students. It seems that _particular_ region is rather popular, for some reason."

"Eh…" Ruby begins to chuckle, albeit with a nervous tone. Ozpin smirks a little.

"In fact, I have the sneaking suspicion that you four will make your way there no matter _which_ job you choose." He says. The rest of the girls glare at Ruby, with Yang nudging her head as she averts her gaze.

"Ahaha… P-Professor, what _ever_ would make you think about that?" She pitifully attempted to pretend like she knew nothing. Blake mentally face palms, but to her and the rest of the team's surprise—

"—I'm still curious to how you all found yourself at the docks last semester, which had a _gigantic_ crater somehow. I'm also interested to know how you really learned about a " _hideout"_ in the southeast. And I _**certainly**_ wonder why witnesses reported seeing _robots_ and _rose petals_ in a dance club some time ago." He continues on, making the girls more nervous by the minute.

At this point, Ruby was starting to sweat a little, twirling her hair as her mouth stuttered. "U-Um… Well…"

 _"I doubt I'll_ ever _find the exact answers I'm looking for. So how about this: instead of waiting for you all to break the rules, why don't we just_ bend _them?"_

All the girls then turned to him in shock, with Blake of all people responding. "Who in the catnip?"

Ozpin smiles, pressing a few things on his pad. A few seconds later, the previous slot that was Team RWBY attempted to establish was _miraculously_ welcomed in by the system. Eyes widening, the girls gave the Headmaster a thankful look as Ruby grins.

"We won't let you down, sir!" She promises. Ozpin smiles once again, but quickly shifted back to his neutral look.

"Do not thank me for this though. Teamwork and persistence have carried you far, which is undeniable yes. But you must understand, the things that await you beyond the protection of the Kingdom will not care. Stay close to your Huntsman at all times, and do _exactly_ as he says. He will be leading you on this mission, and he _can_ have you sent back to Beacon, if he finds your skills to be unsatisfactory…" He warns them.

All four of them gulp. As Ozpin begins to walk away, he gives them a final glance from the shoulder. "…Good luck."

As they watched him leave, the girls looked at each other, each of their brows furrowed in as they began to exit the theater. Reaching the head courtyard area after a minute or so, they saw the Bullhead in the distance that would carry them to Quadrant 5.

"That wasn't exactly uplifting." Yang states.

"But…it's the truth." Blake sighs. "He's not wrong. He was just trying to properly warn us."

"Yeah… It's going to be tough, but we'll make it through this! Won't we, guys!" Ruby smiles, pumping her fists. "Now then, where's Ben?"

"Oh, right. Where is he? Is he done with whatever with—"

"—Hey look, Team CFVY is back!" A student suddenly yells out. The girls look up ahead to see said team, or at least, half of them, walking towards the four. Coco and Velvet strolled calmly as Blake walked up in concern for her fellow Faunus.

"V-Velvet? What happened?" Blake asks. "I thought you were supposed to return sooner?"

Velvet gives the cat girl a small smile, before shrugging a little. Coco yawned a little as she cracked her neck. "Ah, nothing happened… I'm fine, I had Yatsuhashi to look out for me. Plus, I could handle myself due to forming a bit of training with some of Ben's forms."

She gestures to one of her other teammates, a tall and athletic-looking young man with shaved-short black hair and tanned skin, wearing mostly pale-green and brown clothing for his attire. He had a long short-sleeved robe, which he wore on one shoulder over a black muscle shirt. The robe was fastened at the waist by a leather armored belt with two pouches on it. Wearing brown pants and black-and-green boots, his left arm bore a 5-layer sode, which extended up past his shoulder.

Ruby noticed his weapon, a bronze colored great sword with a hooked tip, though it didn't seem to possess a secondary long range mechanism. His weapon was affixed to his back with a padded brown strap slung over his shoulder.

"But it _was_ supposed to end a while ago though!" Weiss added. "You guys weren't in danger or anything, right?"

"Oh, nothing of the sort." Coco answered. Velvet nodded.

"Yeah… It was just, there were _so_ many of them… Well, compared to us second years, all you four will be doing is just shadowing a Huntsman." She smiles a little. "Don't worry, you should be fine."

"…Right." Yang says, before blinking. "Wait, us four? Why didn't you include Ben?"

"Oh… Speaking of the little guy, he came up to us a moment before you guys came out from the auditorium. He asked me to pass along a message since his Scroll conked out." Coco reveals. All the girls, especially Ruby, were a bit worried.

"Was it something bad?" Ruby asks. Coco shrugs.

"It didn't seem like it was something that seemed extreme for him. He merely told me to tell you guys that, _"I apologize, but I have to take a care of a little request that I've been given. It's nothing dangerous though, so don't worry"_." She sounds out, word for word.

"Oh…" Blake's cat ears dimmed a little. "I suppose it can't be helped then."

Velvet and Coco nod, before turning in the direction of their teammates. "Well, we better go. We need a little rest. Be safe, okay?"

"Right." Weiss nods. Waving them off, the two second years began to walk back to their two males. The girls look at each other, before nodding in synch as they reached the platform a while later.

"All right girls, we can do this! We'll give Ben the good news once we have everything cleared out!" She yells. "We've never backed down before, and we're not going to start now."

"Indeed." Blake smiles a little.

"And besides, we'll be shadowing a pro Huntsman!" Yang adds. "See, over there, by the—Oh, son of a…"

Turning to…said figure, the girls had a mixture of shocked expressions. The sisters frowned with worry, Weiss was speechless with empty eyes, and even Blake was having a mixture of confusion and worry on her face as they all witnessed the Hunts…History teacher that they all knew and love.

"…Every day I ask myself, _"what do we fight for"_ , and every day I answer _"for a better tomorrow"._ This, I suppose, is something that is expected to take…place?" Ruby turns to her teammates, unsure of why she just said that.

"…I feel like I'm going to need to learn to be a medic _really_ quickly." Blake shudders. "I'm getting an ominous case of…friendly fire? Weird."

"And a manager for all of this madness after this is over?" Weiss blinks, adding on to the skill set.

"I just feel like our vehicle's gonna crash. Luckily, I'm a good repairman." Was all Yang croaked out.

As they all said their monologue like lines, a familiar, green haired professor enthusiastically turned to them, wearing a long brown great coat, khaki buttoned safari shirt, and a pith helmet, all of which appear to be properly worn and tucked in and such, unlike his earlier attire. He also carried a rather large backpack.

Oobleck grins as he poses for the girls, which only made them more tempted to be scared of this upcoming situation.

"Why, hello girls! Who's ready to fight for their **lives**?!"

* * *

 **…**

"...Do I have to wear this?" Ben tugs on his sleeve. Winter nods, patting his back.

"As a representative of General Ironwood's special squad for this scenario, it is key to put on a proper look, Mr. Tennyson." She insists.

"…But I'm a student of Vale, not of Atlas though. Let alone a soldier…" He blinks.

Under the…request of General Ironwood, Ben donned a uniform of Atlas, particularly that of armor resembling that of an Atlesian Soldier's.

The first and foremost parts that stuck out was body armor that covered his upper body. It was a coal-black color, with several different highlights of green along a helmet and armguards, along with knee and shin guards. The helmet covered the sides of his temple, the top, as well as parts of the front, barring his mouth. A green visor was seen covering his eyes as antenna like protrusions stuck out from the armor that went over his ears, each having a glowing circle of green in the middle. He wore black pants, and they had a belt with a few pouches. Mundvridi was attached to a small magnetic pack similarly to Blake's, and his left armguard possessed a drawback cover that allowed Ben to activate the Omnitrix.

"…But it's soooo…dark. I know that black and green is sort of my thing, but still..." Ben comments. Winter was about to comment on that, but as the two arrived in another corner outside of the amphitheater, the coughing of both Ozpin and Ironwood brought them back.

"That's a nice color on you, Mr. Tennyson." Ironwood states. "A brilliant black that defines an unknown potential in one's self."

"…You know he's a student of mine, right?" Ozpin blinks, obviously a little annoyed that he made a comment like that right in front of him. Ironwood shrugs, but nevertheless brings out his Scroll. He presses a few things, and in return, Winter's and Ben's Scrolls respond in light.

"Now then, you two, load up." He starts. "Navigational points will be uploaded onto the HUDS on your Scrolls. Alternative HUDS will also be displayed on yours Winter, for other purposes."

"Other?" Ozpin notes.

"You have your objectives, I have mine." He merely explains. "Now then, we'll be supplying you with a group of Atlesian Knights for this trip. I don't believe that you will be in any trouble, but just in case."

Snapping his fingers, a pair of soldiers, one blue and one aqua, pulled out a large canister that floated on top of a platform. The latter turns to the front part, inputting a unlock code on the keypad. A moment later, the doors open, revealing six robots. They were even color variant; blue, red, yell…orange, pink, aqua, and maroon.

"…Red ver—"

"—I don't believe we'll be needing them directly, General." Winter speaks up, cutting him off. "Perhaps in the case of an emergency, yes, but I don't believe these machines will be useful in the case of stealth operations like ours."

Ironwood and Ozpin turn to each other, with the soldiers also doing so. Ironwood then nods, giving the two a confirming gesture as the soldiers go off, closing the container. Ozpin then taps his Scroll, relaying a signal. Moments later, Winter and Ben looked up to see an aerial vehicle approaching them.

"…My ship, sir?" Winter blinks. "Wouldn't my own ship be—"

"It's…woah!" Ben yelps, surprising her. "Such a beauty…"

Winter's airship was a small transport aircraft, comparable in size to a Bullhead. The airframe consisted of a main fuselage, which contained the cockpit and passenger compartment, and four nacelles which are arranged diagonally opposite one another in a roughly X-shaped configuration. Four long blue ribbons were attached to each nacelle and streamed out behind the aircraft. There were also two smaller wings located just behind the upper nacelles. A ramp extended down from a hatch at the aft section of the main compartment.

"It's smaller than a Bullhead, yet possesses qualities allowing for better use of speed. The lack of any bulging engines means that this vessel runs on energy that doesn't produce a hectic amount of noise either…" Ben mumbles, analyzing the ship.

"Oh… Thanks for noticing that. I designed it myself." Winter proudly says, although only for a moment as she grabbed him with her arm. "Now then, we'll be descending towards Mt. Glenn, General, Headmaster Ozpin."

"Find out what you can. Search and Destroy." Ironwood orders.

"But not so much that you'll be trapped over there. Be careful." Ozpin however worried.

Nodding, Winter saluted the two as she singlehandedly brought the container on board as well. Noting to themselves as the ramp closed up, Ozpin glanced at another Bullhead beginning to fly off from the corner of his eye. A small smirk went unnoticed by Ironwood as Winter's airship began to take flight.

"I'm counting on you, Oobleck." He says.

* * *

 **…**

A few minutes ago…

"P-Professor Oobleck?" Weiss calls out. The girls still had their horrified expressions, but nonetheless were a little more calmed down than from their initial exposure.

"Yes, I'm afraid those bags won't be necessary, girls, seeing as you've opted to shadow a Huntsman on what is now essentially a reconnaissance mission. I can assure you, we will not be establishing a single base of operations; rather, we will be traversing several miles of hazardous wasteland and making camp in any defendable locations we may stumble upon. I packed all of our essentials myself, plotted our air course, and readied the airship. And..." Speaking with his hyped up speeding voice, he zips in front of Wiess, poking her nose.

 _"It's_ _ **Doctor**_ _Oobleck…_ I didn't earn a PhD for fun, thank you very much." He mutters.

Weiss gulps, looking over to Blake, who was still equally confused. "Uhhh…"

"Come now, children; according to my schedule, we are already three minutes behind…" Oobleck barks, zipping away to the airship in an instant. "…Schedule!"

"…How the hell does he move that fast?" Yang wonders.

"Well, alright, then! Looks like we're going to save the world with Doctor Oooobleck— _Okay yeah when you say it out loud it sounds worse..."_ Ruby cries a little, before getting a slap to the back by a familiar hammer girl.

"Save the world?" Nora quirks. The girls turn to see Team JNPR approaching them. "Oh come on! You guys are going on world-saving missions without us? I'm hurt…sad even! Maybe a little hungry as well, not your guys' fault… _**Ren**_."

Ren merely shrugs. "You should blame Ben."

Jaune chuckles a little, before looking back. "So, where are you foooour…hey, where is he anyways?"

"Got another assignment." Blake replied.

"Oh… Sounds exciting. Where are you guys going then?" The blond asks.

"Oh, just outside the kingdom." Ruby answers.

"Hey, so are we!" Nora blurts. Pyrrha giggles a little.

"Nora and Ren wanted to shadow a sheriff of a nearby village. We'll be leaving tomorrow." The redhead explained.

"Then you all can party with us tonight!" Neptune yells from afar. "We're shadowing a crime specialist. All inner-city detective stuff. We get junior badges!"

"…Wha?!" Jaune was awestruck as Neptune and Sun showed him their badges in full glory. "Ah… It's so shiny, so blinding!"

"Yeah… Well, we normally would go to the city with you guys, _which_ means stuff's always exploding and junk, so we thought this might be a better way to check out the kingdom when it's, you know...normal." Sun explained, which made everyone chuckle.

"We don't mind admitting to that." Blake smirks.

"Well—"

 _ **"—** ** _F_ OUR MINUTES, LADIES!"**_

"Ahaha… Well, wish us luck." Ruby smiles, giving them a thumbs up. The other two teams watched as Oobleck then grabbed them in an instant, dragging them into the ship. As the Bullhead began to fly off, the teams looked at each other.

"Well, we'll be going as well. Good luck on your mission, guys." Neptune shakes hands with Jaune. Nodding in response, the two teams began to diverge off…

* * *

 **…**

Back to the present.

"…You know, I never really saw you as much as a fighter, Doctor." Weiss admits to Oobleck. Standing in the airship with the rest of the girls, the vessel was currently flying over a terrain of forestry as the view of a mountain began to come into view.

"I admit I fancy myself more of an intellectual, but I can assure you, as a Huntsman, I've had my fair share of tussles!" Oobleck chuckles.

"…Like the mushroom?" Ruby tilts her head in confusion.

"Those are _truffles_." Blake leans over.

"Like the sprout?" The confused girl scratches her head.

"Those are _brussels_." Yang corrects.

"Besides, given my expertise in the field of history as well as my dabbling in the archaeological surveys, our dear Headmaster saw fit to assign me to this particular...assignment!" Oobleck continues.

"History? What does that have to do with this?" Weiss asks, before leaning back a little by Oobleck's sharp turn.

"Why, what a preposterous question, you silly girl! Why, history is the _backbone_ of our very society! And the liver! Probably the kidneys as well, if I were to wager…" He goes on.

"And that means…?"

"The southeast quadrant outside of Vale is home to wild forests and deep caves, _but_ it is also the location to one of the kingdom's greatest failures!" He reveals.

"…Mountain Glenn." The sisters reveal. "An expansion of Vale that was shut down due to Grimm. It was then fenced off."

"Correct. And it now stands as a dark reminder…" Oobleck confirms.

"…And a likely place for a hideout." Blake grunts.

"…Exactly." He grins, adjusting his glasses.

As they talked, the airship comes in over a spot of street amidst the ruined buildings and structures of the ruined area. It hovers right above the ground as Yang, Blake, Oobleck, Weiss, and Ruby all jump out of the craft with weapons drawn (minus the doctor, who simply holds his thermos) before the ship flies away from the destruction.

Oobleck turns around to the girls after stepping up. "Ladies! You still may be students, but as of this moment, your first mission as Huntresses has begun! From this point forward, you need to do exactly as I say! Do you understand?"

"Yes si—"

"—Ruby." Oobleck interrupted her.

"Y-Yes?"

"I thought I told you to leave all of your bags back at the school!" He calls out.

"But, uh, you hadn't told us to listen to you yet. So I didn't." Ruby counters. That actually left Oobleck thinking.

 _"…Well she's not wrong."_ He cups his chin, before turning back to her. "Very well, Ruby; leave your bag here, we can pick it up upon our return."

"But I, well, uh—"

"—Young lady, what in the world could you possibly have in that bag that could be so important to bring it with..."

He was about to go on, but stops as the bag's zipper opens and out popped Zwei's head, causing everyone to stare at the uninvited guest. Ruby gulps, pushing the dog's head down. _"Zwei, get back in the bag…!"_

"…We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought...a _dog_?"

"I, uh..."

"GENIUS!" He suddenly screams out.

He backs away long enough for Ruby to give a confused shrug before speeding past and snatching the pet away from Ruby, who tumbled to the ground as Oobleck spun Zwei in the air. _"_ Canines are historically known for their perceptive nose and heightened sense of sound, making them excellent companions for a hunt such as ours!"

"…I, am a genius." Ruby proudly states. The rest of the girls roll their eyes, with Blake standing behind Yang.

"…I knew I smelled something…" She murmurs, before turning back to Oobleck. "So, what are your orders, Doctor?"

"Ah, yes, straight to the chase; I like it!" Oobleck suddenly lets go of Zwei, the dog being suspended in the air for less than a second before dropping down, to put his hands behind his back for a serious pose. "As you've been informed, the southeast area has been marked as a recent hot spot for Grimm activity. Now, there are several possible explanations for this behavior, one of which being...Grimm."

"…Lame attempt at a pun, Doctor." Yang snickers.

"Regardless! Oh, and there's one right there, approximately 100 yards away from us." He casually points.

"Wait, what?!" The blonde and the others turn, folding out their weapons. Oobleck holds a hand out though.

"Just a moment!" He yells.

"Huh?" Blake frowns.

"There are a number of reasons why Grimm will congregate in this particular area, the most likely of which will be their attraction to negativity: sadness, envy, loneliness, hatred. All qualities that are likely held by our hidden group harboring ill intent." He explains.

"So…what now then?" Ruby asks, holding her scythe close to her.

"We wait. We track. If this specimen leads us to its pack, that pack may subsequently lead us to our prey." He replies.

"And for how long?" Blake wonders.

"Well, it's uncertain." Weiss goes.

"Indeed. Hours, days, weeks. Why, lone Grimm have been known to stay isolated from the pack for months—and there's the whole pack, never mind." Oobleck's eyes widen a little as everyone turns back to the lone Beowolf, only for there to be five now, with more coming into view.

"What?!" Weiss' eyes nearly pop out.

"…And now they've seen us."

"WHAT?!"

"And now they've SEEN us!" Oobleck repeats himself.

"…I take it tracking them is out of the question?" Ruby gulps.

"Correct assumption, Miss Rose."

"What's the plan then?" Yang turns.

"…Show me what you're capable of." He simply orders. The girls nod, each turning back to the pack of five. Rushing off into the distance, he takes his coffee thermos out, taking a sip out of it as he smiles.

"Now then, let's start the investigation…"

* * *

 **…**

"…Hey."

"…What is it?"

"You ever wonder why the Grimm are always—"

"—Too late for that, we're here." Winter grunts as she begins to dive her ship down. Ben gripped the harness of his seat as he sat next to her, gulping a bit.

"…I was not expecting such a brutal way of flying." He says. Winter rolls her eyes as the familiar mountainside begins to come into view. The duo were currently arriving from the opposite side from which Oobleck and Team RWBY came from.

Winter, while seeming all proper for a Schnee, was more than meets the eye. While she was better at commandeering a better and more professional exterior look to her peers and whoever else she might've encountered as compared to Weiss, Ben unfortunately learned that all of that was simply a ruse.

Not only was she quick to get excited, she was wild in a sense. Not only from nearly crashing their ship several times into random objects for no reason other than just to spice the mood up, there were many other traits that Ben would've learned as he began to spend time with the elder sister of Weiss.

He also could've sworn he heard the Atlesian Knights screaming from below the deck. Was that even possible? It kind of sounded a little funny in his ears.

Nearing an empty street, Winter calmly landed her vessel with little to no noise from the contact of the ship to the ground. Looking to her side, her Scroll was connected to the ship's onboard system. Tapping a few things on her screen, Ben was as she then unbelted herself as he did the same to his harness.

 _'I'm just surprised I didn't get sick…let alone not die...'_ He shuddered a little as he stood up. He took a breather before turning to his rash, yet beautiful pilot. "So… Where do we start from here?"

Exiting through the rear ramp, Winter takes out her Scroll. "As the General said, this southeastern area has been gaining a popular amount of strange activity through a while of time. Our objective is to eliminate these monsters, find out what's causing them to come over here, and then close off the access points to this city."

"…Mountain Glenn, huh? A failure of the Kingdom's attempt at expansion." Ben surmised. "I wonder how this place got destroyed. It seemed to be a well-fortified piece of land…"

"You can never be too sure with regarding the topic of safety." Winter replied.

"Care to elaborate?" Ben then rose an eyebrow.

"If you think about history as a whole, what was it that caused every civilization to crumble?" She asks.

"…Starvation? A rebellion of rule?" Ben guessed.

"Certainly, those factors play a part. However, what most people aren't aware…!" Winter suddenly raises her voice, snapping her saber to her hand and thrusting right in Ben's direction.

Before he could even open his mouth, he sheepishly yelped as he fell to his side, before hearing the weak growl of a Beowolf. Falling to the cold ground with a lifeless thud, he gulped as the Grimm's head landed next to him, its orange eyes that usually glowed dimming as she picked him up by his collar.

"…Is that hidden dangers are the first to contribute to the falling." She finishes, before looking off. "Now then, enough talk. Get into position; we have guests."

"Please tell me it's not a pa—damn it it's a pack." Ben cursed, placing Mundvridi into his grasp. From a few meters off, a dozen Beowolves started to garner around in a group, with the first in line howling before lunging itself at the duo.

"Be alert. This wave of enemies will be the first of many." Winter warned. All lingering fragments of her previous behavior was destroyed as she stood in a stance, readying herself as Ben switched his sword to its rifle mode.

"Well, this'll probably take my mind off for a bit…" He murmured as he zoomed into his weapon's scope, taking the first shot of the day.

* * *

 **…**

"Tell me, Yang: Why did you choose this line of work?" Oobleck suddenly asks, taking another sip from his thermos. Sitting atop of a pile of bricks on the rooftop of a building, Yang raised an eyebrow as she blew another Beowolf off by blasting its face to shreds.

"Huh?" She blinks, taking a moment to think of an answer. "Well, to fight monsters and save—"

"—No, no, that is what you _do_. I want to know _why_ you do it. The honest reason as to why you want to be a Huntress." He added, causing the blonde to frown, before giving the green haired professor a half-smile.

"…The honest reason then? I'm a thrill-seeker. I want to travel around the world and get wrapped up in as many crazy adventures as I can. And if I help people along the way, then that's even better. It's a win-win, y'know?"

"…I see." Oobleck simply replied as he stood up, leaning back and falling off the edge of the tall building with a completely straight posture. Yang wondered if he had hit something, as she heard absolutely no noise as he seemingly landed onto the floor of the abandoned expansion.

* * *

 **…**

"And you, Miss Schnee? A girl born into fame and fortune such as yourself certainly doesn't need the extra work. So... Why choose this over a cushy job in Atlas?" Onto the next member of Team RWBY, the professor calmly asked Weiss as he sat on the edge of a window, jogging down on a notebook.

Impaling the last of another group of Beowolves, the snow haired girl takes a calm motion of breathe as the foe dropped itself from the tip of her blade. Flinging her weapon back onto her side, she turned to her object of shadowing.

"It's exactly as you said: I'm a Schnee, and I have a legacy of honor to uphold. But, after I realized I was capable of fighting, there was no longer a question of what I would do with my life. It was my duty to do so, Doctor Oobleck." She answered, seemingly confident in her answer.

Oobleck narrowed his eyes slightly from within in the cover of his glasses. "Interesting. But _"duty"_ of all things… What does the word mean in your eyes? Ask yourself that, Miss Schnee. You may find other definitions to what you've never considered. Many people to ask about, and many minds to ponder and learn from."

Leaping off from the edge he sat on, he zipped out of the way with his usual desperado of energy, leaving the rapier wielder to ponder on his words.

"…Definition, huh?" She looked up, her calm look deteriorating to one of unsuited doubt.

* * *

 **…**

"Please don't have Nevermores, please don't have Nevermores…" Blake muttered repeatedly as she stood in front of a small building, a metal door being the front entrance. The door knob had rusted through the years, so she had to bust it open.

Taking Gambol Shroud from her back, she gripped it with both hands as she slammed her sheathed weapon against the obstacle in her path, using the added weight of her reverse sword of a sheath to add to her attack. Unfortunately for the Faunus, to her fears, a swarm of Nevermores the size of seagulls were released, squawking eerily. Hissing a little, she quickly covered her face before back-flipping. As the Grimm began to fly up, she quickly took apart her sheath and sword, converting Gambol Shroud's pistol form.

"Cursed birds…!" She angrily growls. Shooting multiple rounds up, all of them had hit their mark, earning the floor around a dozen or so twitching bird-like Grimm.

While she smiled in satisfaction to her work, Oobleck took a moment to peek inside the inside of the room, jotting down so more notes as he began his questioning with Blake. "So, Miss Belladonna. Why are you trying to become a Huntress? It seems to be me that you carry yourself with a sense of purpose, yes?"

Nudging one of the dead Nevermores away, she quickly reverted to her deadpan look, before furrowing her brows. "There's too much wrong in this world to just stand by and do nothing. Inequality, corruption... _Someone_ has to stop it."

"Wrong in the world… I can see such a thing. But, how then?" He then asked. He had expected Blake to have some trouble, but to his mild surprise, she smiled.

"In order to attain to my goal, I have to consider many things. One of which is what I'm currently in the work of; developing my skills. But it's not just about how strong you are. You need a mindset to establish connections with people, to communicate and tolerate with subjects that the two can relate. In order to have equality in this world, we need to learn how to understand each other, so why not do so, by using the Grimm as a measure?"

"…Very interesting. Then, what about the corruption you speak of?"

"That…comes afterward. Inevitably, corruption and conflict will continue to exist, but for the majority of that, minor issues will not jeopardize such things. The direction I'm looking at took place from before our time. Isn't that what history is, Doctor?" Blake then turned to him.

"…That is indeed a lesson that needs to be learned." Oobleck smirked. "Shall we proceed?"

Nodding, the two dashed off, but not before Blake spawned in a shadow filled with fire Dust. Watching the dead Grimm burn off, she grinned as she continued on. Oobleck wondered why she hated them so much.

* * *

 **…**

 _"Ruh Ruuuuuuh (Mistress! That is_ my _cooked turkey!)!"_ Zwei barked greedily.

As Oobleck went along with his interrogation of the girls, the hours passed. The sunset had started to appear, with the green haired professor walking soundly in the direction of Ruby. The teen was shown using her weapon in the most practical fashion; lifting a whole turkey on the sharp end of her gun to tease a jumping and flipping Zwei with. That is, until she spotted her teacher watching, quickly sheathing Crescent Rose.

"A-Ah! Sorry… Are we ready to keep going?" She blushed a little in embarrassment, leaving Zwei with a disappointed whimper as the two turned their heads.

Oobleck shakes his head, carrying a bag similar to his own as he approached the two. "Nope! I believe that will have to do for today. It's going to be dark soon."

Yang, Blake, and Weiss sighed in relief. However, the blonde gasped as Oobleck tossed the bag towards her, the former catching it in her arms. "You three, set up camp in that building. Oh, and please do make sure there are no more of those...creatures. Your leader and I are going to secure the perimeter. Come, Ruby."

Complying with his order, the scythe girl and Zwei began to follow the leader, leaving the other three to stare at their backs, all of them wondering if Oobleck was going to ask questions to her as well.

"Well, let's get to it then…" Yang's face droops a little, before returning to a neutral look.

"Yeah…" Both Weiss and Blake sigh as they began to follow her. Blake then sniffed the air, her eyes and ears widening and twitching in delight.

"…He packed tuna in that bag." She drooled. Weiss and Yang look at each other, before giggling.

* * *

 **…**

Rounding the corner of a building, Oobleck stood at the edge of a pile of debris as Ruby and Zwei followed. Gazing out to the mountain opposite of them, Ruby was entranced by the sunset, before noticing that out in the distance, in the forest beyond Mt. Glenn…

"Wooooooahh…" She murmured in awe at what she saw. "What are those?! Those things look _awesome_!"

Pointing off into the distance, a line of elephant-like creatures walked through the forest, their howls echoing through the air as the three watched. However, it was then that she narrowed her eyes, only to familiarize herself with the white spikes, black body, and skull-like masks that she knew all too well.

"…Those, Ruby, are creatures of Grimm." Oobleck answered. Ruby's eyes widened slightly as Zwei pondered forward.

 _"Ruuuuuh… (Shackle me surprised…!)!"_ He barked.

"Then let's kill it." Ruby responded, taking out Crescent Rose to its sniper form, clocking a round into place. Oobleck however struck an arm out.

"No, my dear. I'm afraid that'll do nothing more than agitate a Grimm of that size." He warned.

"But... What if it attacks us?"

Oobleck then adjusted his glasses in preparation for an explanation.

"Fret not, Ruby; those Goliaths are not concerned with us. You see, not every Grimm is mindless, or rather not every Grimm is _still_ mindless. The Grimm you see before you are so powerful, so superior to the smaller Grimm you fought, that they've undoubtedly lived hundreds of years, and in that time between killing humans and attacking our borders, they have done one important thing…"

"What's that?" Ruby then asked.

"They've _learned_. They've learned that when they attack our borders, they're likely to die, and what we lack in strength, we make up for in will, and that killing one human will only bring more." He answered.

"Then why are they still so close to the city? What are they doing?"

"…Waiting." He replied with a single word. One of the Goliaths swiveled its thick neck to look at the figures watching their procession, eyes glowing as fiery red as any other Grimm. As Oobleck turned however, the Goliath turned its head forward again and moved on with its kin.

Ruby placed her weapon back onto her hip, following Oobleck as he began to turn in the direction of the building that Weiss and the others began to establish camp in. Looking back as she joined him, she then blinked in interest.

"Doctor Oobleck?"

"Mhmm?" He hummed in acknowledgement.

"Well, I was wondering..." She started. Oobleck then stopped, turning around to answer her.

"…Wondering why I've been interrogating your teammates all day?" He assumed.

"A-Actually, I was wondering... Why did _you_ want to become a Huntsman?" She instead asked. Oobleck raised a brow in surprise, before glancing around.

"Well then, a question. Look around and tell me what you see. What comes to your mind when you see a place like this?" He started.

"Uh… Lots of old buildings, uh, empty streets..."

"…I see lives that could have been saved." He answered. Beginning to walk again, Ruby and Zweri followed as he went on.

"As a Huntsman, it is my job to protect the people, and although I am capable of doing it with traditional weaponry, I believe I can make a much larger impact if I do it with my _mind_. As a teacher, I'm able to take knowledge, the most powerful weapon of them all, and place it in the hands of **every** student that passes through my classroom. I look at this wasteland, and I see lives that could have been saved, but I also see an opportunity; an opportunity to study these ruins and _learn_ from this tragedy, and therefore become stronger."

"…To instill knowledge and skills that one would need to survive in the upcoming world." Ruby surmised. Oobleck nodded in response.

"Yes…exactly. I am a Huntsman, Ruby, because there is nothing else in this world I would rather be. It correlates to everything that I want to do as a proud member of this generational world." He smiled.

* * *

 **…**

"Please don't throw me into that—OH MY CELESTIALSAPIENS!" Ben screamed out as Winter threw him at a group of Beowolves. Twirling himself in a fashion similarly to Ruby during the food fight, Mundvridi operated in whip-blade mode, its separated parts circling around Ben as he spun through the group, shredding them into bits.

Landing…no, _crashing_ into a building, he grunted a little as he rubbed his head. Laying on a pile of rubble, he groaned and muttered a bunch of nonsense as he climbed out. "For the love of… Winter, I can't tell if you're crazy or having too much fun."

"Ho-ho-ho… Crazy? Oh, nonsense!" She smiled, holding a Beowolf by its neck. Chucking it into a few Nevermores, it whimpered as all four were then frozen solid by one of Winter's glyphs.

Chuckling with a nervous tone, Ben ignored the expression on her face as he stumbled out, retracting Mundvridi to his back. Pressing the earpiece of his headset, his visor displayed a clock. "It's getting dark. Should we camp out for tonight?"

"I suppose." Winter replied, before looking around. "Now then, what should be good for an area…?"

"…Aren't we just going to camp out in one of the abandoned buildings?" Ben tilted his head as he took off his bag. Winter frowned, before swiping her saber off.

"…And lay on the dirty floor like a savage? Come now Mr. Tennyson, you wouldn't like to enjoy the miracle that is called a house?" On que, a large summoning circle glowed on the ground, spawning in a giant log cabin of ice.

Ben dropped his bag, face palming as hard as he could. "…You…ugh. Glad to know that, at some point in Winter's life, she slew a log cabin, and that victory shaped her to be who she is today." Winter explained the summoning phenomenon to the young Omnitrix wielder, namely the definite part of what makes a summon deemable. Something defeated, and something that bore an important growth in life for the Schnee in question. But…a house? A cabin of all things…

"…T'was a hard earned victory." She merely bowed, before entering the transparent building. "Come now, we should be seated in a matter of minutes."

"…But there's only 1…ice block of a bed." Ben pointed out, only to see Winter already sleeping on the ice bed, somehow having a layer of ice covering her like a comforter.

Ben blinked a few times, before entering the building and dropping off his stuff. Taking his armor off, he climbed onto the top of the cabin, sighing a little as his rear started to get a little cold.

"…I guess she just wanted to keep her family out of the _cold_ …" He murmured a pun, before snickering to himself.

"Ah, _ice_ one, me." He did it again. From some other part of the town as he started to watch guard, another snow haired girl sneezed in response. This was only the first night of the groups. An ominous howling echoed in the distance as the broken moon of Remnant started to come up in sight…

* * *

 **…**

Ben didn't even get a chance to sleep however.

Taking the first of the nightly shifting for the duo, Ben didn't even have to wait a couple of hours to see the movement of passing Grimm. By now, he had already transformed into an alien, Swampfire specifically, and had surrounded the cabin with vines. Winter, while probably a fighter that could act in her sleep, was still vulnerable. By blocking out the transparency of the cabin, Ben provided a somewhat decent safeguard, even if he did block the entrance.

Zooming in through his weapon's scope as he transformed into Bunny Ben, his Faunus ears twitched as he watched his potential prey walk away. Assuming that the Grimm were basically animals of nature, albeit corrupted, dangerous versions, nightly excursions and other hunting mechanics might've been instilled in them. In a book he read describing the nature and possible origin of the creatures of darkness, it was said that Grimm were supposedly the spirits of animals, turned in atrocious creatures and forced to roam the land.

Watching the lone Beowolf wander off, it was only until it left his view that he heard the quietest of sounds. A single clang, while sounding like a pebble longing off in the far distance, he barely heard it. If he were in his human form, he wouldn't had noticed it. It wasn't that of a Grimm, nor of something natural. The sound he heard…was the clanging of metal dropping onto the ground, and the crumbling of earth.

He turned to his side, looking down at Winter. It was now a question of adaptability; use his superior senses as a Faunus, or rely on technology and teamwork?

 _'…I think I'll stick with the bunny ears. That helmet will give me off if it's anyone human…or Faunus in that regard. Winter'll make a little fuss…I bet.'_ He gulped at that last part.

Leaping off of the ice cabin, he landed without a sound, glancing behind himself. "Sorry, Winter. _I hope she doesn't freeze me solid_ …"

Wandering off from the vine covered cabin, all of Ben's footsteps were as quiet as they could be. His ears twitched every so often as to keep an alert on potential Grimm that hid in the ruins of the city. It didn't take long for him to approach the area of sound that he originally heard from.

Turning around the corner of another building, his eyes immediately widened to what he saw. Running as fast as he could, Ruby's Crescent Rose soon found itself into his arms.

"…The sound, it was her weapon dropping…but from what?" He looked around, only to see a hole nearby. "…Oh no."

He began to observe the fracture in the ground. It wasn't natural obviously. Gesturing from the nearby cracks in the ground, and where Crescent Rose laid, it was probably a sink in the ground. Age and the lack of material, adding on with Ruby's weight caused the asphalt to collapse underneath her. Ben's eyes widen as well as he looked down, only to hear the ground crack underneath him.

"…Uh oh." He muttered, the ground collapsing underneath his feet as well as he yelped, tossing back Ruby's weapon. If she was here, no doubt that the others were nearby, with Blake's hearing to add to that. And since he yelled…

 _'Might as well find out what's underneath!'_ He yelled inwardly as he began to journey to the center…

* * *

 **…**

 _"Uuurgh…"_ Ruby murmured.

Ruby awoke to the sound of her feet being dragged across the floor. Two White Fang Guards were dragging her by both arms through an underground city. All around her, White Fang members were at work, doing various things such as piloting a Paladin to carry large shipping containers. There was a loud sound nearby as one of the White Fang members dropped a large device. It resembled a bomb of some sort.

"Hey, be careful! What are you trying to do, blow us to the moon?" Another member, assumingly higher in rank, scolded his subordinate.

"S-Sorry, sir!" He yelped.

As the two dragged Ruby a little further, she took a moment to notice that the thing those two were standing in was a train. She wondered what was place she was in, but her thoughts soon disappeared as the two stopped. One of the guards yelled forward through the noise of machinery, distinguishing himself as glasses were seen on top of his Grimm mask.

"Hey boss! I think we might have something you'll be interested in looking at!" He calls out.

From another end of the train, a familiar voice grumbled as he began to walk out. "Is it good or bad, Perry? Because let me tell ya, I have had a _day_ , let alone one hell of a week…"

Perry and his partner glanced at each other, then at Ruby, and then back at the familiar voice. "Uh, it's a little girl? Red hood."

"…Well then." Roman Torchwick leaned out of the doorway, throwing his cigar out. "That _would_ be bad. I swear some otherworldly force is working against me right now…"

"Stress relief? You look like you could need it." Perry suggested.

Stepping off from the train, the mastermind villain sighed a little, smiling as he spun his cane. Walking up to Ruby, the scythe girl scowled at him as he chuckled. Grabbing her by her collar, the guards immediately unhanded their hold on the teen, allowing him to chuck her as he swung around. Ruby grunted as she landed on her back, with Roman now sighing in ecstasy.

"Wow! You are _much_ more manageable without that oversized gardening tool of yours."

Ruby growls as she gets up and charges at Roman, but the orange haired man he simply sidestepped, sending Ruby stumbling across the floor as he tripped her with his cane. "Oh my… Oh man. You know, Perry, I really did need this."

Perry merely nodded and gave a thumbs up. Letting out one more chuckle, Roman quickly switched back to his usual frown that he had upon meeting Ruby as he aimed his cane's reticle at her. "But seriously. How'd you find this place, Red?"

Seeing an opportunity, Ruby growls and uses her Semblance to escape Roman and start running for an exit. Roman blinks in slight amusement, before clicking his tongue in a joking matter. "Ah-ah-ah… You aren't getting away that easily, Little Red Riding Hood…"

Roman stands up, spins Melodic Cudgel in his hands, and aims the handle at Ruby. He fires the handle, which doubled as a grappling hook, at Ruby, catching her by her hood and allowing Roman to pull her back. "…The Big Bad Wolf still has some questions for you."

As Ruby groaned upon reaching Roman's feet, it was then that a little dust fell in front of him. Ruby covered her eyes as it landed on her, but as she uncovered them, the falling of rocks quickly made her gasp as she rolled off to the side. Roman and a group of nearby White Fang backed up as the debris landed in front of them.

"Oh, what the..." Roman and Ruby looked up, only to see Ben landed with a loud crash next to Ruby, colliding into some containers as the White Fang members that were transporting equipment rocked back.

"…Ow." He muttered. "Good thing I focused Aura onto my back."

Still laying on the pile of crates, he then felt everyone's eyes gazing onto him. Looking up from where he laid down at, Ruby's face met his. He held a hand up in greeting as he blinked casually, as if nothing happened.

"Hey Ruby."

"Hey Ben."

* * *

Ahah! It's good to be back!

I _have_ been writing this for a while, but with everything happening at school at first, it had taken a little while to complete. This is the first of three chapters complete, one for this, one for the Null Fairy, and the last for My Omnium Academia. The other two should be finished and uploaded after a day or so, so look forward to them!

Anyhow, let me know what you guys thought of this chapter? References to point out? Gladly do so! I've been watching too much other stuff to _not_ include references.

So, with that all said and done, I'll be going for the next chapter. Thanks again for all of your support and concern. Please R&R, and I'll see you all in the next chapter. Be prepared for a big action scene…

A **Waybig** one!


	13. Grimm Attack!

Heya everyone! Back at this. It seems like _most_ of my IRL shit has been taken cared of…for the meantime? More writing until then! Welcome back to the Huntsman from the Void! A finisher for the Mountain Glenn Arc, but let's take a look at what you've all been asking for the like first.

 **Zwei!**

To be honest, I always wanted a corgi in real life. Also, for the idea of Zwei being British, I originally got the idea from DC's Alfred of all things… That, and the fact that it sounded absolutely hilarious to have Ben and Zwei talk. I mean, the dog's pretty smart. Being able to use a can opener, having the ability to deduce words and follow up with Aura attacks? I mean, come on, it had to be done!

 **Some of the other aliens appearing**

Regarding some of the other aliens, I would have to introduce scenarios in which the aliens would be good to bring in. Puns aside, it would be nice to introduce aliens like Gutrot and Eyeguy in situations where it's cool to bring them in. Like for example, perhaps during the Vytal Festival, additional events could be added to introduce a different amount of activity as compared to canon.

 **Cinder and Company**

Cinder and her allies aside. I plan to have Ben do something regarding the Black Queen virus. And while she's fixated on Heatblast and his power, the plans she had to hijack the festival may as well go downhill if he manages to purge the thing out from the system. Being unable to rig the tournament matches, allow the Grimm in, etc. What do you guys think they should do against Ben? Maybe a fight between Ben and Mercury? …They could have the same voice, after all. Yuri plz.

 **The Grimm Eclipse**

That…actually seems like a great thing to write on! It takes placeright between Volumes 2 and 3, and since we're right at that with this chapter, I'd say it's the perfect opportunity to do so! I have a few ideas on how to implement an intro for that.

Well, I think I've rattled on long enough. To the chapter! Thanks again for tuning into this story people! And of course, I own nothing related to the subject of **Ben 10** nor **RWBY**. Please support the official releases, and happy reading to you all!

* * *

 **Chapter 13:** _Grimm Attack!_

 ** _..._**

"Get them!" Roman yelled. "How hard is it to shoot off two brats?! We've got a mini army down here!"

"It's hard cause I got myself a weapon that functions as a sword, gun, AND a whip blade! Speaking of which, Ruby! Catch!" Ben replied.

As Ben arranged himself to dodge a palmary of firing from Roman's built up army, he quickly took shelter behind one of the containers that the White Fang was trying to transport. As Ruby landed on top of one the White Fang members and bounced off his chest, the Omnitrix wielder swayed his weapon off from his back, tossing it to her in rifle form. While spinning, she quickly grabbed the gun, blasting a few members away.

"Oh come ON! Why is that every time I see you guys, something bad always—" Roman howled.

Before he could complain further on though, from afar at some of the distant buildings further down the cave, massive explosions could be heard. Nearly popping a blood vessel, he sighs heavily as he turns to Perry. "Perry, if you and the boys could take care of that?! _Kinda_ in the middle of something…!"

As the glasses wearing Faunus nods and begins to turn toward the destination, as he and the group behind him start to travel down, another explosion sets off, making everyone glance over due to this one being louder than the previous.

" _WHAT_ is going on here?!" The Villain barks.

A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Zwei and Oobleck suddenly appeared and began to run around the corner, much to Roman's annoyance. Ruby decides to take this moment to try and escape with Ben, quickly turning around towards her enemy. She jumps on Roman's shoulders, pulls his hat down over his eyes, and then flees towards her friends as she activates her Semblance, grabbing Ben in the process.

"Woah!" He yelped. Growling for a second as he readjusted his hat, Roman aims his cane at the duo.

"Somebody kill them!" He orders as Perry and company began to shoot at them, however Ruby skillfully used Mundvridi's blade to deflect some rounds as she weaves in between the gunfire.

"You really are a marvel, you know?" Ben smirked as she let him down. As he sees the two roam off, Roman then groaned as he turned back around towards another White Fang member.

"You there! Attach this cart and spread the word: We're starting the train _now_." He ordered.

Back to Ruby and Ben fleeing, they glanced back, seeing Roman and the others in the distance, but as they turned around, the duo screeched to a halt as they realized they were running towards a group of White Fang members. However, before the group of Faunus could open fire on them, a huge explosion appears behind the White Fang members, sending them flying and reveling Yang behind them.

"Ruby!" The sisters quickly jumped into each other's arms, a sigh of relief being heard between the duo as the rest of Team RWBY and Professor Oobleck came out.

"Are you okay?" Weiss patted her back. Blake had a similar expression, but that quickly turn to surprise as Ben came into her view.

"Ben?! What are you doing here?" She cried out.

"No time for questions!" Ben inquired. "But get this!"

"Yeah!" Ruby added as Blake handed Crescent Rose back to her, and Ruby with Mundvridi to Ben. "Torchwick's got all _kinds_ of weapons and robots down there! It's like an armory for a small-scale invasion!"

"What?!" Once again, Blake gawked out. "What kind of stuff are we going on?"

"Androids, mechs, they're all loaded up on the train cars!" Ruby pointed back. "Take a look!"

"Ahhhh, that's ridiculous though. These tunnels are sealed, the tracks lead to a dead-end." Oobleck brushed off for the meantime. "What could they possibly do with all that said and don—"

 **"—Get to your places, we are leaving now!"**

"What?!" This time Oobleck looked up and around with a shocked expression. As the speaker echoed, the group could hear the train start to come alive, its horns blasting as the train tracks started to guide the vehicle.

"Well, it sounds like they're going _somewhere._ " Yang argued. Ruby frowns, going for her Scroll.

"Then we need backup! Let me try to call Jaune!" She said, quickly dialing up his number. Unfortunately though, as she tried to get through, the device flashed that the environment gave off a poor signal, preventing her call from going through. "Never mind! I can't get through!"

"Then…we have to stop that train." Ben decided. "Ruby, _Speedy Quick!_ "

"Wait, what?! No, please don't do that I can't handle the speed when you two—KYAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAH!" Weiss shrieks out.

With Ben's quick transformation into XLR8, the Kineceleran took the heaviest of the group, which happened to be Oobleck and Yang. Ruby quickly grabbed Zwei and laced him onto her hood, grabbing Weiss and Blake in her arms as the speed duo dashed forward. Seeing the caboose of the train, the two quickly nodded to each other as they released one more burst of speed, driving them to the edging cart. With a shaky landing, everyone was set down as XLR8 reverted back to Ben.

"I'm…gonna hurl the next time you guys do that again." The snow haired girl groans as she slowly stood up.

With a quick shake of her head, she got rid of her distracting thoughts, joining the rest of the group as Oobleck slowly opened the back door. As he did so, it creaked eerily, allowing one White Fang member to shriek as he tried to get his voice into a walkie-talkie.

"They're on the—Oomph!" Before he could fully relay his message, Oobleck suddenly smacked his weapon on top of his head, knocking him out. Quickly opening the shaft to the top of the train, Oobleck assists everyone with getting onto the dangerously moving vehicle.

"Hurry, children! We must get to the front and stop this train!"

Weiss and the others nod, but as she walks forward, she frowns upon hearing an ominous beeping. Looking down to open the train's other storage door, she gasps upon seeing something inside. "Err... Professor?"

 _"Doctor…"_ He corrected her.

"What's that?" She asked, pointing down to the hatch inside the train. Ben kneels down to look at the object, blinking a few times with a seemingly calm demeanor. It was a silver device, with a blank screen and multiple red and blue wires attaching to it.

"That, Weiss, is a bomb." He revealed. Oobleck also looked down, adjusting his glasses. "Isn't that right, Doctor?"

"…Indeed you are, Mr. Tennyson." He confirmed, making the girls back up slightly. "Oh goodie."

"Baddies, incoming!" Ruby suddenly yells, pointing off into the distance. From the start of the train, members of the White Fang began to climb onto the top of the train, walking slowly towards the end in order to initiate combat.

"Well, let me see what I can do stop it th—Uh oh." Ben frowned. Letting out a strange noise, the bomb's screen turned red as its beeping turned into more of a countdown. "Move, everyone!"

Everyone prepares to jump across, but as Blake turned back, Ben began to look down, grabbing Mundvridi from his back. "Ben, what the hell are you doing?!"

"Cutting the caboose! Otherwise it'll kill us!" He yelled as he jumped down. Ben then lands down onto the connectors and gets ready to cut the connection, but as he does, the connection comes loose on its own."What the?"

"What happened?!" Blake yelled out.

"It decoupled itself!" He yelled back, looking to towards the cat girl as Oobleck peeks out.

"What?!" He cried out.

"I guess Roman Torchwick _really_ doesn't want us to be on the train!" Yang surmised. As Ben climbed back up, the group watched as the detached cart rolled on its own, before exploding in the background in the tunnels. Both Ben and Oobleck shake their heads worriedly as it created a bunch of holes in the metal work.

'T _hat's…not good."_ They both croaked.

"Neither is this! The baddies are right there!" Ruby yelled back, drawing their attention to the next cart over, its own hatch opened up. "Look down here!"

"Another bomb?!" Blake's eyes widened as she and Ben looked over. "You've gotta be kidding me!"

"Oh no…" Oobleck murmured. Dashing to the next one over, he repeated this in a low tone as he quickly opened the next hatch, revealing yet another bomb. "Son of a… THEY ALL HAVE BOMBS!"

On cue, the next bomb starts to start its countdown sequence. As the cart detached itself from the main train, Team RWBY-B quickly jumped over to Oobleck's cart, leaving the previous cart to blow up and cause more wreckage and damage in the foundry to appear. This time however, from the outskirts of the damage, the howling of Grimm could start to be heard.

"Why the hell is he doing this?!" Yang growled out.

"A _ttack the humans!"_ A female White Fang member yelled out as their troops started to get closer.

"Great. The Grimm are starting to show, and we've got these hooligans as well." Ben grumbled.

"Oh, dear…" Oobleck voiced softly. "So that's what they're trying to do."

As he turned back to look, Ben and company rushed forward to meet up with their enemies. Starting the fight off, a White Fang member ran forward and attempt to kick Yang, but the blonde kicked his leg to the side with enough force to throw him off balance. While his foot was still in the air, she spun around, lowering herself to the ground, and swept his other foot from under him. As he fell, turning upside down in mid-air, Yang then stood back up and winked before punching him in the face hard enough to send him through the car's roof hatch.

Blake charges forward afterwards, swinging her sheathed blade at the White Fang members, first to her right, then left, then right again, knocking down four members. She stops next to another member, placing Gambol Shroud on her back as she does so, before unsheathing its katana and slashing diagonally downward at the member's abdomen. As he falls off the train, Blake turns her attention to the three members surrounding her. She slashes diagonally upward at the first and diagonally downward in almost a complete circle at the second, knocking both off the train. She then turns to the third and slams her fingers against his mask, stunning him, before upper cutting him just before the train passes under a bridge, which knocks him off the train.

"Weiss!" Ruby calls her partner out. With a nod, Weiss quickly closes her eyes, enchanting a time dilation glyph around her. With a smile on her face, Ruby positions Crescent Rose behind her and fires a shot, propelling herself forward with a blast that takes on the form of rose petals. Her smile changes to a determined look as she flies through the air, and she tilts her scythe until the blade bumps against a train car's roof, which pulls the blade completely backward until it is straight. She then plants her feet on a train car and hits a White Fang member off the train with Crescent Rose's pole.

"Weiss, I got your back. Go!" Ben yelled as he crouched down, switching Mundvridi to rifle mode as Ruby continued.

Crescent Rose's scythe blade shifted back into its normal position immediately afterward, and as Ruby fired another bullet, the blast, once again made of rose petals, knocked two members off the train. Ruby then swinged her weapon while leaping and turning in mid-air, hitting four White Fang members into the air with the back of the scythe's pole. More White Fang members and rose petals fly through the air as Ruby continually performed spinning jumps while hitting members into the air with the front of her scythe's pole, the blade slashing through the train cars' roofs. She continues this for a few seconds longer, and finally comes to a stop after all of the White Fang members near her have been hit.

"Ruby, get back!" Weiss ordered.

Weiss gets a running start before using a glyph to send herself skating forward, while using Dust to trail giant ice crystals behind her as Ruby blasts herself into the air and back towards Ben. The ice crystals appear to jut toward the edges of the train, pushing the White Fang members off as she passes by. At the end of her speed boost, she swings Myrtenaster at a White Fang member to her right. When she comes to a stop, she begins twirling around and swinging her rapier as she makes her way past more White Fang members, cutting each of them down with ease. The members that didn't managed to get K.O'ed by Weiss were then shot and knocked off by Ruby and Ben.

As the girls and Ben group back up, Oobleck quickly turns around as his facial expression is turned grim. "Team RWBY! Attention here!"

"What is it?!" Weiss turns around.

"We have Grimm incoming!" He calls out.

"What?! Why? How?!" Blake responds.

"The cars were just meant to create openings for the Grimm!" Ben explained. "Remember, Mt. Glenn was patched up to prevent subterranean Grimm and others from hording into the city!"

"Exactly!" Oobleck agreed as he ran to the team. "You four! Get down below and try to stop those bombs!"

"What about us?" Ruby then asked, referring to herself and Zwei.

"Follow me! We're going to deal with the outside resistance in the meantime!" The green haired professor yelled back as he passed the two. Ruby and Zwei quickly turn back to the rest of the team, with all of them nodding.

"Let's go!" She called out as she then started to run after Oobleck. The group moves forward. As the train continues towards it destination, White Fang members start to pilot multiple Atlesian Paladins, and jump to the top of the train. Ruby, Zwei, and Oobleck are shown running to confront them as Yang opens up the hatch from the now existing caboose.

"Good luck, you three!" The blonde yells as she, Blake, Weiss, and Ben jump in.

"Doctor Oobleck?" Ruby gulped as she prepped Crescent Rose. Several of the Paladins start to climb to the surface, with the first one jumping in front of them. "What should we do?"

"Why, what a prosperous question, young lady!" The Professor grinned as he looked down at Zwei. "We fight! Isn't that right, old chap?!"

" _Ruh (Indeed!)!"_ Zwei barked in response.

Oobleck takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball.

 _"_ RUUHOOO _(TALLY-HOOOO!)!"_ The dog roared out as he was sent flying.

The Paladin attempted to shoot the now fiery projectile of a dog, only for it to get knocked off the train by the combination attack as Zwei dodged midair. The Paladin tumbles on the train tracks, and explodes when it hits a barricade. Another Paladin appears in front of Zwei as he lands, its guns aimed at him. Before the machine could attack though, multiple fire attacks hit it, and Oobleck swiftly knocks it off the train as well.

"Tally-ho indeed!" He sips on his drink. "Excellent!"

* * *

 **...**

"I guess this is what we trained for." Yang said as she and her teammates dropped into the train. As she looked around, it was then that she noticed the stares coming from them. "…What?"

"A pun, at a time like this?" Weiss face palms. Yang rose an eyebrow, before blushing a bit in realization.

"T-That was unintentional!" She quickly denied. "Let's get back on track!"

"Another one, Yang." Ben pointed out as he gripped Mundvridi in his hand. "It's time to de-rail this train!"

"God, please…" Blake and Yang covered their faces as they both pinched his ears. "Enough with the puns, youngling."

"Fine, fine…" He groaned as he rubbed his ears. With that out of the way, Weiss finally calms down, taking a moment to grab something out from her pouch. She then turned to Blake.

"Blake. Here, take this." Turning to the cat girl, it was revealed that in her palm was a magazine filled with various Dust vials. "They'll be useful for this, I think."

"Ah, thanks." Blake slides the mag into Gambol Shroud, and then the four of them charge forward. However, before anyone could tell, Ben suddenly stops, a shiver creeping up his back. As he signaled them to stop, Neo drops from the ceiling and blocks their path, her ever-so cheery smile descending onto them.

"Yo… Neo." Ben sweats a little. The ice cream lady waves to him, with her smile changing a little to a haughty one. Yang's eye immediately twitched as she stood in front of Ben.

"Ben, this one's mine. You three go on ahe—Hey, what're…" Ben shook his head though, walking in front of her as he pointed his blade at the attractive woman in front of himself.

"Neo's a trickster, Yang. If you fight her, I have no doubt that she'll take advantage of your short temper to chop you down." He explained. The blonde felt like she got stung by a needle as she comically grumbled in response. "Blake, take the others."

"You sure?" Weiss gave him a weird look. With a nod, she sighed a little. "Well… Alright then. Let's go, girls."

Blake, Yang and Weiss proceed to reluctantly go forward. As Neo prepares for her attack, Ben fires a round to distract her, allowing the girls to continue. Ben then slowly steps forward toward his opponent, staring head to head as Neo gives a sinister smile. Before he could back off though, she quickly goes forward and pats his head.

"…Sometimes, I can't tell if you're an eager Villain, or a fun-loving jokester." He mumbled as he quickly leaped back. "I guess for this situation, none of the above."

Neo merely shrugs, bringing out a sign that read out _"I'M SORRY, BUT I HAVE TO TAKE YOU OUT"_. With a more sinister look, she spun her umbrella, propelling herself forward and lashing out with her weapon.

Swishing Mundvridi out, Ben's face turns into a slight scowl as he stepped back, bringing his weapon in record time to block Neo's swing onto his head. As the two struggled to push each other off, it was then that Neo smirked, releasing her force and causing Ben to stumble forward.

"Huh?" He gasped as Neo then wrapped an arm around his neck, spinning him around before throwing him up. With a quick jump, she then twirled in the air, before using her umbrella as a bat to whack him down.

With a grunt, he was sent down to the floor, but with his reflexes he was able to tumble and roll to prevent any further damage. Rubbing his chin as he groaned slightly, he gave Neo a dirty look as she winked at him.

 _'She's_ _definitely a good fighter, that's for sure.'_ He thought, before rushing at her again.

Ben dashes forward and unleashes a volley of blasts from Mundvridi's rifle mode, but instead of resetting her position to block the projectiles, Neo simply dodges each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful shot, the brunet continued moving forward as his last three blows bring him to crouch down in front of her, where he then attempted a roundhouse kick. However, Ben could tell the ice cream lady was a much more experienced fighter as Neo used minimal effort to deliver a spinning hook kick, knocking him to the ground as she effortlessly took advantage of his exposed side.

While rubbing the affected area, Ben grumbled for a moment before looking up to narrowly dodge a drop kick from Neo. Rolling back, Ben then took a sniper's position, switching to Mundvridi's auto mode and beginning to volley her with bullets.

With continued effort to show off her elegant movement, Neo smiled as she unraveled her umbrella, dodging left and right while using her weapon to block and redirect some of the bullets sent her way. Going on with this for a little while longer, Ben's eyes narrowed more and more as she finally stood in front of him, looking down at him with a cheeky grin.

"…Donuts." Ben murmured as she whacked him with her umbrella.

* * *

 **...**

In the next train car over, Blake, Yang, and Weiss opened the doorway. Immediately, before any of the passengers in the room could react, the three take aim and splurge a flurry of bullets, shotgun shells, and Dust projectiles, clearing the area of all but one White Fang member.

"…A Lieutenant." Blake glared at the remaining member, one who wore a differently designed mask than the rest of the recruits and members that were seen before. Taking their stances as the smoke from their firing cleared up, they then look at each other when they hear the sound of revving up ahead. A figure is seen dragging a chainsaw that carried some sort of gun attachment along the floor.

"Blake, you go on ahead." Weiss glanced at the cat girl. "Yang and I got this."

"Got it." She quickly responded, dashing forward as the White Fang Lieutenant held his chain weapon up. The two Huntresses-in-training charge forward, with Yang blocking an attack as Weiss flips backward. The Schnee then delivered multiple strikes and jabs at the Lieutenant, knocking him down. She then smiles at Blake as she proceeds to the next car. The Lieutenant gets back up, again chuckling menacingly as Yang rose an eyebrow.

"Finally, I get to kill a Schnee..." He uttered.

Yang was astounded as she glanced at Weiss. "…What the fuck is with this guy?"

"Get down!" Weiss then barked as the Lieutenant aimed his weapon at them, releasing a torrent of flames. Quickly diving for cover, the girls rolled over to behind some crates.

"Whoa, that's hot!" Yang whisked as she patted her on-fire shoulder, before growling at the Faunus. "That's it… Let's go!"

Yang and Weiss quickly flipped over, with the blonde engaging with some quick rounds as Weiss slowly chants some glyphs. The Lieutenant, however, proved to be mostly unaffected due to his field of Aura as Yang's shells blasted against him. As he continues his attack, Yang switches one of her gauntlets to a different mode, this time firing a slower, but larger looking fireball-like projectile. However, the White Fang member fires at it before it could reach him, causing it to explode.

"Sheesh, this guy's like a rock…" The blonde muttered as she went for her pouch. "Weiss?!"

"I know! Reload! I'll take it for a while!" The Schnee responded as she rushed forward.

As she does so, the Lieutenant runs towards Weiss as she raises her weapon defensively before using Myrtenaster to draw a pale blue glyph in the air, forming a force-field. Cyan shockwaves radiate from the center of the force-field as the Lieutenant tries, in vain, to saw through it. Weiss then knocks him back with a slash from her weapon. Recovering shortly after, he then attempted another overhead swipe, but Weiss points her weapon downwards and lets the chainsaw simply run down the side of it, creating sparks but missing her completely. She then spins and slashes him again, knocking him back. Flipping over him in a graceful manner, she then once again did a slashing motion at his head and landing on the other side of him.

"Nice!" Yang grinned as she finished reloading Ember Celica.

Saying that, the Lieutenant gets up and spins around, viciously swiping towards Weiss sideways with the chainsaw flamethrower of his. She acrobatically lowers her body underneath it, dodging the blow and back flipping out of range before attacking in a series of slashes and stabs that throw him into the air and back onto the ground. She flips over to Yang, the two facing him from another angle.

"And now for the finisher!" Yang cracked her knuckles as she blasted herself forward.

"Yang, wait!" Weiss reached out, before sighing as she joined her.

Rising from the ground, the Lieutenant glares at Yang and slashes towards her, but she ducks out of the way. After attempting another overhead slash, which she dodges again, he manages to briefly knock her back after the two weapons clash. However, his subsequent kick towards her meets only a pile of boxes, to which she used to leap onto the ceiling. She then spirals downwards with her gauntlets clocked and outstretched to fire-ready positions, but he steps out of the way as she slams the floor with an explosive punch. Getting up and deflecting another one of his attacks, she then performed a backflip and countered with a sucker punch, which sent him flying backwards. As he stands back on his feet, Weiss holds Myrtenaster in front of her and concentrates, mixing yellow Dust with a glyph to create a haste glyph beneath herself. Utilizing her speed-up, Weiss then charges forward and creates a series of glyphs that surround the Lieutenant. She leaps and begins ricocheting off each of the glyphs, slashing him extremely quickly each time she passes him, knocking him to the ground.

"We got him in the ropes!" Yang yelled as she clocked her weapons again.

Creating another glyph, Weiss attempts to stab him where he lies, but he rolls backwards with lightning reflexes, preventing her from doing so. She jumps in the air in order to attack him again, but…

"C'mere, princess!" He grunted. Gasping, Yang watched as he went to grab her face. Before he could do so however, she brutally rammed forward with her eyes now red, upper cutting him and then using Ember Celica to twirl over him.

"How the—" Before he could respond to this precise movement, she uses her right fist to deliver a powerful strike that knocks the Faunus into another crate that was in the back of the car, a loud, crashing noise following in response. Groaning as he let go of his weapon, the engine ruffed down as he lost consciousness.

"Yang…" Weiss looked up to her teammate as she was on her knees. With a few deep breathes, Yang turned around, smiling a little as she offered her a hand.

"You alright?" She asked softly. With a small nod, she took her gesture and stood up. "Sorry about that."

"Oh, no! It's alright!" She shook her head. "If you didn't step in, he would've grabbed my head and slammed me into the ground."

With a smile, she and Weiss then looked forward towards the door that Blake went through. "I hope Blake's having a better time."

"Yeah…" Weiss murmured in agreement.

* * *

 **...**

"Ya know… As much as I LOVE to see you guys and gals every so often, I've come to hate it when you're constantly ruining my plans! My reputation seems to hassle down every single time!" Roman quirked as he swung at Blake.

Now in the room before the train's controls, Roman and Blake had conducted a battle once again. As the two backed off momentarily, Blake feints and uses her Semblance combined with red Dust to create a fiery shadow of herself. Roman strikes it before he could react to its transformation and it explodes, propelling him into the air. Blake jumps up and delivers some midair strikes to knock him down, and then lands in a fighting stance.

"Fire Dust… Really?" He muttered in annoyance as he stood up.

Aiming his weapon at the Faunus teen, he fires a blast from Melodic Cudgel. As it approaches her, she then uses earth Dust to create a stone shadow of herself to take the blow. She leaps overhead and prepares to strike, only to feint again and create another shadow of herself with her Semblance.

Roman growls as he blocks a flurry of attacks from Blake and tries to strike her with an overhead blow, but she dodges back and creates a frozen shadow using water and air Dust that traps his weapon. As he tries to retrieve it, Blake hisses as she performs a vertical slash that sends a shockwave down the train car, destroying the ice sculpture and knocking Roman into the door where he drops his weapon.

"Ooof…" He groaned as he rubbed his head. "I have got to start wearing a helmet during these moments…"

Attempting to get up, Blake soon knocks him down once again, this time with her stepping on his chest and points her sword at his throat. This made the criminal a little surprised to say the least, but he gave the cat girl a funny look nonetheless, chuckling a little.

"Why are we fighting? I saw you at the rally, we're on the same side and you know it..." He said as his voice started to change dramatically.

"Shut up!" She barked, clocking her pistol.

"Oh, still feisty. Soooo, what are we gonna do now? You…think a little bow on top is gonna make people forget who you were? What you've done...?" He smiled eerily. "Because think about it…"

As she grits her teeth at his words, Blake hears the door from the previous train car open behind her. Yang and Weiss appear behind her, but a moment afterwards, Ben was seen being thrown in above them, grumbling a little as he tugged on his bottom.

"A wedgie _and_ a willie…?! I haven't done that to anyone in years…!" He mumbled to himself as Neo walked it. Turning around, Weiss and Yang glared at the ice cream girl as they probed their weapons to ready.

"Aah, Neo!" Roman chuckled. "Glad to see that some of my partners can do some work. Nice job!"

"Whatever…!" Blake then growled as she kicked him in the face and knocking him unconscious. Neo gave the girl a bad look, but the Faunus returned it with a ferocious one of her own, before pointing down to Roman. "If you fight us, you're going to end up like him. Either you run, or fight. Your choice."

Neo was about to pull out a sign, but as she does so, the teenager swings her sword. Neo moves away, just barely managing to dodge the strike. Right when Neo stops, Blake spins around and slashes her across the abdomen, knocking her back as Neo blocked with her umbrella. Standing a fair distance away from the four, Ben gives her a smug smile.

"I'd say it's a bad idea, Neo." He warned.

After taking a few seconds to analyze the situation, Neo rolls her eyes, pulling out a sign that wrote _"NEXT TIME THEN, BUDDY",_ before sticking her tongue out in a childish matter. With her umbrella unfolding out, she twirled it around her body once, before grinning as she suddenly vanished within a flash of light.

"…She was such a bi—Ow!" Yang yelled as she got slapped on her arm, glaring at her partner. "What was that for?"

"Language." Blake gave her a look, before picking up her Scroll and taking a picture of Ben. "Heh heh…"

"H-Hey! Delete that!" Ben gasped as he tried to cover himself. "What're going to do with that?"

"Send it to Ruby. She's gonna _love_ this." She then smiled like an actual cat, making the Omnitrix wielder stare at her with a dumbfounded expression.

"…I'm never going to hear the end of this, aren't I?" Ben sighed as he got up, joining the rest of the girls as he tugged his underwear back into place.

* * *

 **...**

With Ruby and Oobleck, the professor's eyes widened slightly as he dodged a couple swipes from a Paladin. Jumping and then running to the top of its head, he twirls his weapon and shoots it in its engine before jumping back down. Ruby twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train.

"I'd call that… _"Fire Power"_!" She smiled proudly. "Red and dark green make an explosive and—

"—Ruby! You go on ahead!" The Doctor ignored her remark as they switched positions.

"But—"

"Don't worry, Ruby. It's time... I teach them a lesson..." He smirked. Leaving her, Oobleck goes to take on two oncoming Paladins. Before she leaves, Ruby notices the Zwei looking up at her with a saddened expression. Smiling, she goes and motions for him to go join his new friend.

"I had a feeling you two would get along greatly... Go." She gestured.

With that, Zwei's expression changed dramatically as he barks happily before running off to fight alongside Oobleck. Ruby hurries to the front of the train as her Scroll vibrates. The remaining members of Team RWBY-B reemerge from the train cars to rejoin their leader as she looks upon an image. Blushing a little and even getting a slight nosebleed, she quickly plugged her nose.

"Not the time, Ruby!" Ben barked as he turned around. His eyes narrow in worry as he realizes the train is on a collision course with a thick concrete wall.

"Y-Yeah, I know!" Ruby stuttered, wiping her nose as she placed her Scroll back _. 'Saving that for a later time…'_

"What do we do?" Yang then asked. With a glance back, Ben took a look at Weiss, gesturing at her.

"Weiss. Come over here." He said as he activated the Omnitrix. With a nod after realizing what he meant, the ice girl quickly dashed forward, spawning glyphs around the team. "Ready?"

"I'm ready! Go for it!" She yelled.

With a nod of his own, Ben then slapped the core down, flashing briefly as Diamondhead took his place. With confused looks, the rest of the team watched as the crystal alien spawned in gigantic walls of crystal on top of the glyphs that Weiss created. After he finished, the two gave each other nods as Weiss then stabbed her rapier into the ground, causing the circles to glow and siphon Dust into the crystals. Within moments, the green color of Diamondhead's crystals quickly darkened and turned into an earthly brown coloration, glowing slightly as it began to grow and turn into a dome.

"Brace for impact!" Diamondhead then yelled as he and Weiss huddled with the rest of the team. Creating one more wall of crystals, he then reverted back into Ben.

"This is gonna suuuuuuuck!" Yang yelled as she dropped to the ground.

After a few more speeding seconds…as the train tracks sparked with the end of the path coming into view, everyone closed their eyes and covered their ears as the train crashes into the wall, causing a massive explosion to ring in everyone's ears…

* * *

 **...**

 _'Uuuuwhaaa...?'_ Ruby groaned. From her eyes, she saw the evening sunset of the outside all of a sudden.

As Ruby recovers from the collision, she heard the sound of an emergency alarm blaring as her vision comes back with buildings into her view. She turns her head to her lower right and sees Blake and Yang slowly getting back up, her sister coughing as the dust settles. She turns her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her team leader signaling she's okay.

Looking to her side, it was then that she noticed Ben sitting up, groaning himself as he rubbed his head while holding her hand. The team of students however then notice, much to their chagrin, that they have returned to the central part of Vale, and multiple civilians in the area notice them among the debris. Ruby hears the sound of low rumbles and growls from behind her and suddenly, a giant King Taijitu, a snake Grimm, emerged from the hole, with multiple types of other Grimm starting to pour into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBY-B could do was watch in horror. Ruby, while initially shocked, her expression changes from worried and scared to angry and determined. The alarm continues to blare as the team stands up.

"Ah, crapbaskets…" Ben cursed. "Well, what now?"

With quick timing, hordes of Grimm start to come out from the hole the train made. Sensing the emotions of the team, Ben and company quickly regrouped to the top of the pavilion. Surrounded by Beowolves, Nevermores, Creeps, Ursai, and a massive King Taijitu, the giant snake Grimm unleashes a mighty roar, signaling its fellow Grimm to attack.

"Looks like we got a fight on our hands. Lock and load, people!" Yang ordered as everyone took out their weapons.

Seething with ferociousness, several Beowolves come to towards Ruby. As they swipe at her, Ruby embeds her scythe into the ground and uses it as support to kick away at the Grimm around her. Yang then uses a Creep, a small dinosaur-like Grimm that was behind them as a springboard to jump high into the air and bombard the Grimm with her gauntlets, flying backwards until she is brought down by three small Nevermores.

"Ow! Hey, watch the hair!" She barked as she falls down, slamming into the floor with a small crater. "Blake, kill these damn things!"

"I got it!" The cat girl yelled as she dodged a swipe from a Beowolf. Back flipping, she then leaped forward, landing on top of it and then stabs it in the head. Glaring up as the Grimm falls to the ground, Gambol Shroud switched to its pistol mode as she shot the small Nevermores, her face contorting to a sadistic grin while doing so. "Time to die!"

"Yeesh…" Weiss gulps a little as the Faunus then proceeded to shoot and bring down rows and rows of Creeps afterwards. Speeding forward in her group, she lunged forward with her rapier, stabbing three Beowolves in a skewer like fashion. As she pulled her blade out and kicked them away, she then spawned in a glyph that summoned a giant ice sword, slicing them all in half.

With Ben, circles of Ursai came along, each of them either growling while on all fours, or slowly surrounding him while on their hind legs. With a smirk of his own, he pulled Mundvridi out, switching it to its automatic rifle mode as he aimed it at them.

"All right. Come on…!" He taunted them. Ruby gawks at his words as she lands a fair distance away, surprised to see how many Grimm he was fighting.

"Ben!" She yelled with worry as they started to rush at him.

Loading his weapon, the Omnitrix wielder proceeded to spray bullets around himself in a full 360 arc, mowing down Grimm after Grimm. As he began to run short on ammunition for his current magazine, he then activated the Phase Energy Projector as Mundvridi switched to its semi auto mode.

"On your left!" Ruby yelled as she saqw a Creep coming up from his supposed blind spot. Before she could take aim with Crescent Rose however, Ben quickly smacked it away with a generated shield, giving her a wink.

"I'm fine!" He reassured her.

Hearing the roar of an Ursai, Ben looked to his left and flipped backwards, dodging its attack, dropping his generated tool and reloading Mundvridi with black Dust. A Beowolf flies at him with a dive, but he blasts it out of the air with his rifle. He then leaps forwards, jumping off the top of the heads of several Grimm and into the fray. Now in the middle of the crowd, he lands on another Beowolf and skids across the ground on it as he proceeds to blast the surrounding Grimm.

As the Grimm start to regroup, he then backflips off the wolf-like Grimm, kicking another in the process. The other Grimm attack him but he manages to hold his own and blow them away with Mundvridi, taking his ammo into consideration. As he begins to fire away, it was then that he finally started to run out of ammunition. One of the Creeps attempt to jump at him and grab his weapon, but he quickly stepped back and punched it out of his way, placing Mundvridi back on his back.

"Alright Winter, what the hell did you give me in these pouches?" He mumbled to himself as he opened one of the said pouches. Digging into it, he grabbed a small, rectangular object. "Okay, what's this do?"

Pressing a small button on it, it quickly grew out and took the form of a throwing knife. There were several of these in the one pouch, giving Ben some pretty nasty ideas of what he could do with this kind of compacted form.

"Oh, cool…" He giggled. Throwing the blade slightly up into the air, he caught it by its sharp end, throwing it into a Beowolf across from him in the head. It roared in pain before crashing down onto the floor, starting round two of the fight.

The group continued to fight with as much glory as they could muster. As they regrouped into one crowd, Yang lead the charge with a flying sidekick while Blake rushed forward and began to slash through the Grimm with her swords. The others soon join them, firing at the army of enemies alongside the girls.

Ben dug into an additional pouch to grab another object, with this item being a miniature grenade. Throwing it into the open, it blasted several nearby Beowolves. As he prepared to throw some more though, another pair came from his blind spot, diving against him to knock him down.

"Yeoo-uh-oh…" He looks up with a mildly surprised tone. A trio of Beowolves attempt to follow up with a pile-drive into his body, but Ruby intercepts them, kicking them out of the air as she blasts herself with Crescent Rose. The duo lets go of Ben and lung at Ruby, one of them with an attempted swipe to the face and the other one knocking her back with a head-butt. With a quick growl, Ben switches back to a more serious attitude and slides in and dispatches them both with two throwing knifes.

After dispatching them, the duo go and rush to rejoin the group. With their backs together they continue fighting off the seemingly endless horde of Grimm. While they seemed to be handling themselves nicely, Team RWBY-B was slowly getting overrun by the sheer number of Grimm.

"This isn't working! There's too many of them!" Weiss cries out as she stabs another Creep.

"Ben!" Blake called for him as she smacked an Ursai away with an uppercut from Gambol Shroud's sheath. "If you've got a form that could deal with this all at once, now would be a good time to use it!"

"Really good to so!" Yang repeated. "Got anything?!"

Blocking a swipe with a generated shield, Ben grunted as he knocked another Beowolf away. "Uh… Yeah! But that guy is big!"

"Whatever!" Blake barked. "If it can help us get rid of them faster then it's all the better! Just do it!"

"…Alright!" Ben responded as he backed up into the middle. "Weiss, boost me into the air with a glyph. Everyone else, get back. This is going to get a little…big."

Each of the other girls bore him confused looks as they defended against once more wave of Grimm, with Yang and Ruby blasting themselves onto a rooftop while Blake shot jumped to follow them. With Weiss and Ben left alone, the snow girl swiped her finger up, generating white circles underneath the both of them. As she jumped back to join the rest of the girls, they then watched as Ben leaped high into the air, activating the Omnitrix as he did so. Quickly turning the dial, a humanoid figure showed up on the holographic display.

 _'_ … _You give me Humungousaur or Four Arms… You're dead meat, Omnitrix.'_ He glared at the device as he slapped the core down.

"So, what kind of alien do you think he's gonna—ACK! That's bright!" Yang hissed as everyone closed their eyes.

This particular flash was brighter and extraordinarily larger than any of the aliens that Ben had shown previously. All of a sudden, a gigantic shadow covered the area. What everyone noticed though, was that this form was…big, even more so than Humungousaur. As the light faded away, the first thing they noticed that the area around them was covered by red and white, and for good reason.

 **"...Holy fuck."** Weiss actually said as her jaws dropped. Blake reacted similarly do, her own eyes contracting slightly as she dropped Gambol Shroud in shock.

"…I stand corrected." Yang looked up. "I…think you've won that bet, Blake…"

"…That. Is… SO COOL!" Ruby jumped up into the air with an expression of awe. "Kick their butts, Ben!"

"You mean stomp on them!" Blake retorted. "What the hell?! He's even taller than the Beacon CCT!"

Landing on the floor with a ground shaking rumble, the giant alien appeared with his arms swaying down. Ben was now a colossal humanoid creature with a large fin on his head, which was black at the front and red at the bottom. He had blade-like growths on his shoulders and spikes on his waist. His arms were red with two black lines and white fins on the elbows, the two of them resembling blades. He had wristband like outgrowths on his wrist and had green eyes with two extra eyes protruding on his cheeks, one on each. He had red feet with two toes on each foot and had a black sandal-like covering on the middle of his feet and a line on the side of his neck. He also wore gray shoulder pads and black guards around his forearms, and the Omnitrix dial was located on his chest, right in the middle of the red serration.

 **"Way Big!"**

As he introduced himself to the whole of Vale, Way Big stared down at the now ant sized Grimm. Before he lifted his foot, he slowly glanced off, seeing several Bullheads and Atlesian airships flying in. Narrowing his eyes, he quickly rose a hand up to signal them to not come closer. It didn't take long, but the reinforcements quickly ceased their activity.

 _'Good.'_ He thought as he turned back. "Now then… It's Hero Time!"

Lifting one of his legs up, he smashed it onto the floor, rupturing several parts of the concrete floor and sending off dozens of Grimm to their deaths. Bending down and grabbing two Alpha Ursai, he smacked his hands together to create a black and white ball of mush, before throwing it down at another group of Grimm that were nearby.

"Ha ha… Every time I use this form, I feel like I'm playing in one of those old movie sets…" He chuckled, before feeling a tingly feeling against his chest. Looking to his side, three giant Nevermores the same sized as the one he fought in the Initiation started to barrage him with feathers.

Growling slightly, he blocked an incoming wave of feathers with one arm, while using the other in an attempt to swat them out of the air. The first swipe was dodged by the last two Nevermores going above and below it, but as Way Big turned around, he swiped at them again, this time successfully slapping one into oblivion.

"What the hell." Yang shrugs. "At this point, I can never guess what kind of form he may turn into. He doesn't seem to be having a laser at lea—"

"—Yang, shut your mouth! You're gonna jinx us again!" Weiss hissed.

Hearing the caws of the large Grimm, as they flew back around and started to fire off feathers, Way Big took aim and swatted the second one away with his left hand. Now remaining as the last survivor, the Grimm roared in anguish as it circled back, this time blindly flying straight at Way Big. Unfortunately for the avian-like Grimm, Way Big merely smirked as he slapped his hands between it. As it twitched while floating for the meantime, Way Big then crossed his wrists into an X-shape, firing off a massive green beam that disintegrated it into dust.

"Hell yeah! Another one bites the dust!" Way Big grinned at the pun he made. That only served to shut Yang and Weiss up once again, with their jaws dropped slightly as the blonde jinxed the group for the umpteenth time, both of their eyes twitching all the while.

As Way Big continued on with his one-alien rampage, from afar, another Bullhead containing Ozpin, Glynda, and Ironwood approached. While Glynda was completely astounded by the sheer size of the alien, and Ozpin interested to new levels, Ironwood was…

"He has a giant form?! Blasphemy! He's more capable than any Kingdom by himself!" He yelled with eyes widened.

Throughout Vale, people were shocked, people were in awe, some were happy, and others were worried. For certain others, this was the probably the life-changing moment of their eyes, while for other groups, was a sudden stab into the back for whatever plan they had.

On another rooftop, Cinder and company watched with shocked expressions. Emerald wiped her eyes several times to make sure she wasn't hallucinating. Mercury was genuinely scared. Scared of what this Omnitrix wielder could do.

Cinder on the other hand…

"Roman had initiated the plan days earlier than planned… But at least we've gotten crucial knowledge. You're such an amazing character… Aren't you, Ben Tennyson?" She smiled deviously as Way Big returned to perform his Grimm extermination duties.

* * *

 **...**

Back at Mountain Glenn at the same time…

"I am _sooo_ kicking his butt when I go back to Beacon…" Winter growled in annoyance as she lifted a piece of Ben's armor. Now inside the underground city of the abandoned location, she took the liberty of exploring the area, tracking and capturing any remaining White Fang members, as well as sealing up the holes that the bombs created.

She was initially surprised with the condition that Mountain Glenn was in the moment that she woke up. After exiting and dispelling her cabin, she managed to track down pieces of Ben's armor that he had left there, as well as towards the entrance to the holes that he and Ruby fell inside.

After descending down with an ice slide, Winter landed in the heart of the city.

While the Schnee was supposed to be a soldier, and that her mission was to eliminate the source that attracted the Grimm to this desolated location, she couldn't resist the temptation to take this view into consideration. Most likely after she was finished with this mission, the entire area would surely be closed off, with a much tighter reinforcing then the last time at that.

 _'_ … _A little peek couldn't hurt.'_ She thought to herself as she began to walk off through the underground city.

Wandering off, unexpectedly, she found the real entrance to the underground city. There was a large gate in front of her, the height being at least as tall as her ship. It was covered to the brim with seals and other necessities to block out any Grimm from entering, or anyone from the outside from busting in. Deciding to make this her starting point, she appointed her saber into the ground, laying a beacon of light from a glyph.

"It's good to keep track of your surroundings." She noted as she looked back up. "Well, time to explore… I smell something atrocious."

The cavern was immense, to the point where even the tallest buildings built there only reached a third of the way to the ceiling. Just like the city above, the one in front of them suffered from years of disuse. Most alarming were the signs of combat, with thick, parallel lines gouged out of the walls and inhumanly large indents in the paved ground. Grimm, it appeared, had once again brought the advancement of civilization to a halt. A poor mishap of an attempt at relocating to areas outside the Kingdoms. Winter begrudgingly thought of this, but thinking back, humans had to do so to live in the first place.

A faint illumination caused by the cave-in from Ruby and Ben throughout the entire cavern made unaided vision possible, the source of which was distinctly unnatural with the light getting stronger in one particular direction.

Signs of combat were littered all over the place. The creatures of Grimm were natural given the history of Mountain Glenn, but if Ben was right, other sources indicated that another group of people were here, and the recent noises she heard that drove her to wake up said otherwise.

Winter slowly walked through the city grounds, making sure to be as silent as she could. As she was going about to take a right turn around a corner however she then stopped. She peeked around cautiously as she unsheathed her saber, waiting patiently. From her point of view, a pair of Beowolves were seen walking past a row of windows on the fourth floor of another abandoned building, sniffing around aimlessly.

Summoning a small glyph onto her palm, a ghost-like Grimm appeared from it. It had a white figure that had bone-like spikes on its back and ribs on its upper body, with long, skeletal forearms and sharp fingernails. Due to its ghostly appearance, it lacked a lower body, instead floating through the air while leaving behind a white smoke trail. Its face consisted of Grimm markings on a mask-like bone plate with a single eye.

Looking at the Grimm that faired off in the distance, she looked down at her summoned creation, giving it a nod as it flew off. She watched as it spotted some bricks nearby, flying into it and possessing its shape. It then floated next to Beowolves, smashing their heads in and killing them in one foul blow. Smirking, the summoned Grimm then vanished, the brick dropping onto the bodies of the Beowolves as they began to emit black smoke.

' _Excellent. Geist are really useful for stealth attacks, I must say. Hm… Didn't Weiss slay one possessing a large armor set that one time? That will probably become a Summon for her when she learns to properly utilize the ability.'_ Winter smiled to herself.

Another ten minutes of ducking around and of Winter taking out the stray Grimm along the way, the Schnee approached a relatively well-lit area in the center of the underground complex.

"Closed down buildings, but nevertheless…survivors." She whispered to herself as she drew closer.

Approaching the main area in which Team RWBY-B was previously occupying, Winter took note of the large train track that was dragging across the path of the entire underground city. There was evidence of people being here and operating in this sector: crates of Dust, remains of weaponry scattered across the ground. There was even an intact Paladin remaining on the ground.

"Paladins…? Who could possess technology that hasn't been released to the public yet?" She wondered, before stopping at a corner of a building as she heard a voice.

"Perry, get the other Paladin!" A White Fang member yelled with angst and fear in his voice as he ran off. Winter rose an eyebrow as she peeked out, her eyes widening slightly as she began to see Grimm growling from the cavern that the tracks led on to. Seeing multiple White Fang members running away from said location, Perry was seen running while panting heavily. Smacking the cockpit for the Paladin, he quickly got in as his fellow members began to locate behind the mech.

"Incoming!" A female member yelled as Grimm started to run out. Winter couldn't believe the masses that came out. Beowolves, Creeps, Nevermores, the types were endless. But the one thing that shocked her was…

A loud splash was heard that swept all of the Grimm up, crushing them instantly as Perry started to stutter. Blasting the Paladin's cannons into the cavern, whatever was inside there roared loudly as two pairs of large yellow eyes glowed. Winter had no time to react as it came out, coiling around the Paladin as the cave began to pour water out from in. Crushing the machine in seconds, Perry barely had any time to get out, landing next to his allies with a thud.

"W-What the hell is that?!" He shrieked as the Grimm yelled loudly, smashing against the ground. The shockwave produced by its attack blew the White Fangs back, with Winter witnessing them going out from her sight. With a small frown, she sighed as she started to walk out. By now, the Grimm had probably taken noticed of her slight surprise as it watched the snow haired woman glare at its figure.

The Grimm she was facing was serpentine like, yet also partially reptilian. The head of the creature was stout and reptilian, possessing two pairs of glowing yellow-orange eyes, a crack-like pattern spreads from the pupils to the rest of the eye. The mouth contained a pink tongue and thirty-two large teeth, visible even when the mouth is closed. Along the side of its body ran two long trails of small hollows that emit orange bioluminescent glows. It had two long forearms ending with webbed, four fingers; each digit ending with a razor sharp claw. A large red sail sat its back, just below the shoulders. On its face, white and red facial mask marking labeled it as a creature of Grimm.

"Heh… One of the subterranean Grimm that unfortunately managed to crawl into the city… A **Leviathan**." Winter sweated dropped as she grinned. "I see…"

The two individuals stared each other down for a moment…until they both sprang forward, the Grimm roaring loudly as Winter herself gave off a war cry. A clang between blade and claw was heard as the two started to fight.

* * *

 **...**

Back at Vale, Team RWBY-B and Zwei sighed, all of them sitting on the edge of Beacon's landing platform, overlooking the City of Vale from across the lake. It was now sunset, with only a few hours until night.

"Well, we did it." Yang stretched her arms.

"We did it, yep." Blake nodded in agreement.

"If we don't get extra credit for that, I'm gonna be seriously disappointed." Weiss however huffed as little as she folded her arms. The rest of the team gave her half-joking looks in response. "What?"

"Weiss, a two-headed snake literally crushed a bakery. I wouldn't count on it." Yang argued with a chuckle.

"Well, it's not as bad as the destruction I caused… Ha, still gotta work on the issue of the environment around me." Ben chuckled sheepishly as he scratched his head.

"You're telling me!" Ruby giggled as she nudged his ribcage. "That was AWESOME! You were all giant and big and gargantuan and…and…"

"That's just synonyms for large, sis." Yang rolled her eyes while smiling. "But that was pretty…shocking to say the least. THAT LASER THOUGH!"

"Most certainly. I never would've thought you had a form like that of all things." Weiss turned to Ben. "How do you even turn into something like that? That must take a lot of energy to convert yourself into that kind of shape."

"No kidding. In order for the user to change size, matter has to be created from energy or reconstituted to energy as needed. That's what the Omnitrix does for forms that aren't my size." Ben explained as he brought said device up.

"Well, you're lucky that you got off with only a scolding from Professor Goodwitch." Blake snickered as she nudged his head. "All that collateral damage was something that she had to patch up."

"Oh, yeah… I did kinda forget about that giant hole I left behind from… Oh. Uh-oh." Ben then froze upon a sudden realization.

"What?" Ruby blinked.

"Uh… Well, let's put it this way. I left my…cold season behind." He chuckled nervously.

"What? The Winter's got you all chilled all of a sudden? It's still Fall." Yang punned, although to her knowledge, she was actually dead-on. Ben merely whistled a little.

"Something like that…" He mumbled.

"Well…" Ruby sighed a little. "I mean, we didn't solve everything. A lot of people were hurt, and we still don't even know why they did this, or what the Neo girl was doing here."

"Neo? She's Roman's henchman." Ben grumbled, placing his hand on his rear. "…Still can't believe she gave me a wedge _and_ a wet willie."

"O-Oh yeah…" Ruby's face went red a little, but luckily the sunset covered it up. "But still…"

"We might not have all the answers, but we do have a lot of dangerous people behind bars. And I think that's something we could be proud of." Blake smiled. "We did some good at least."

"Yeah! And if anyone tries something like this again, we'll be there to stop them." Ruby grinned.

Yang chuckles, laying down on her back. Zwei barks as well as he proceeded to do the same, the duo both yawning a little. "Yay, teamwork, camaraderie, good guys, go team, alright, good job... So, what now?"

"I suggest training for the tournament, but I guess we have that covered at this point." Weiss shrugged with a smile. Everyone nodded in agreement for that.

"So then..." Blake cupped her chin.

"Uhh... Time for bed?" Ruby suggested. Groans could be heard from everyone as they all started to stand up. "Yeah, definitely…"

"Please…" Yang insisted.

"Absolutely." Blake said as she yawned.

"I need at least 12 hours…" Weiss joked.

Ben snickered, but as he looked back at the CCT, he gave it a weird look as he then joined up with the girls.

' _Yeah… But I might need to go investigating… The White Fang were going to plan an organized attack in the middle of the city with the populace likely going to panic with fear. That would bring in the Grimm and possibly decimate the city. It's an ideal time to as well with the Vytal Festival… But I have to find evidence to support this…'_

' _That woman inside the tower at the night of the Prom did something… Those computers, she might've upload something.'_ Ben guessed _. 'Better make this a secret for now… Ozpin shouldn't be aware of this for_ just _a bit.'_

* * *

Chapter is complete!

I…don't really have much to say. I'm just going to let you guys discuss this chapter. Let me know what you think about it, any suggestions, reviews, and all the other good stuff!

However… On the topic of pairings, I'll clarify one thing. Confirming with you guys: Blacksun, Ruby and Ben, Arkos, Nora and Ren. That's the lot of them, right? What about Yang?

And like I was saying a few lines before, maybe adding a few more events to the Vytal Festival could be a good idea? I feel like even with the actual Festival itself, just having a tournament at the makes it a little anticlimatic. Not to say the canon events were bad (Love that fucking Neon song), but what about spicing it up with other things? Let me know what you guys think!

Anyways, I've said what I wanted to say. I'll be signing off. Please R&R, and have a good rest of your day!


	14. Shoes Inside the Earth

Okay, first and foremost…

Apologies for this late AS FUCK update. I have been busy with a literal metric _fuckton_ of schoolwork since I've started to come back into college. Hopefully you'll give me a little bit of shit for being late, I don't mind.

Soo… Anyhow. Let's discuss what's been in the reviews then. Glorious reactions!

 **Winter**

Winter's one of my favorite characters…because you know why? She's one of the few people that actually only uses SWORDS! Not to say that I don't like Jaune, but the classy high-class warrior that has a soft spot for her little sister is just… Awwww. She survives of course. Though her current behavior may resemble that of a sis-con (though that might be a stretch), think of her future character as something like… I don't know, Carolina from RvB for example. I included robotic versions of the Reds and Blues already anyways lol.

 **The Train Tracks**

Just because you destroy the train tracks doesn't mean the train itself will go off course. Also derailing the train would likely be unlikely, since the train itself is mostly only mechanical up on the frontward part where Roman and the Lieutenant was. Also, in Ben 10 Season 4, Upgrade was seen possessing a train and riding it off tracks, so… A train should be able to do so in that kind of scenario, especially if the material for the White Fang's transport was superior than Earth's.

 **Time Travel**

You know… I've been thinking... Yes, _thinking_ (doesn't mean I'll actually implement it) of future versions of the Bens in my stories. Huntsman Ben would most likely be kind of like Ben 10000 from the original series, like a mixture of his first and second appearance mindsets. Chill when not on a mission, but dead-locked when proceeding with an operation, yet caring for his teammates. Null Fairy Ben would kind of be like Ultimate Ben, only just not as cocky. Hero Academia Ben would be more or less like the original series as well (the one from the Ken 10 episode).

 **Crossovers With My Other Stories**

Now this is something that I've really been wanting to make. Sort of taking inspiration from the Omniverse episodes **And Then There Were None/And Then There Was Ben**. Or something else entirely, collaborations with the Bens aside. Perhaps them visiting an entirely different universe with them having to fight off some kind of evil threat. What do you guys think? Should I bring in some of the characters from their respective universes? It would be funny to see Yang interact with Todoroki. The puns she can make…!

 **Visiting Patch Island**

I was thinking of having the gang visit the girls' home, but I wanted to create some kind of plot point for the location. Like…maybe it was the old base of an ancient scientist or something. But yes, I want to introduce Tai and make him seem a little overprotective of Ruby and be a little skeptical of Ben. It'll be a lovely thing to write.

Anyhow, that's all I wanted to discuss, even if I wanted to type a whole lot more to catch up on. I'll let you go off and read this first part of the Grimm Eclipse side story! I can't apologize enough, so let's get right to the chapter. I own nothing related to the subject of **Ben 10** nor **RWBY**! A big thanks for over 400 Reviews, nearly 400 Follows and Favorites, and over 73,000 views!

* * *

 **Chapter 14:** _Shoes Inside the Earth_

 **…**

"…I'm so _boooooooooooooooooored_ …!" Yang groaned loudly as she laid on her bed. "Is there nothing to do?"

 _"Ruh (Pat my belly then, milady!)!"_ Zwei barked as he jumped up to her.

"Well, the tournament starts in one week, so what most people are doing is preparing for it; training, building up on supplies, the like." Weiss went on as she sat on her chair while going over information regarding the latter. "I suppose we would be training, but we pretty much already have that covered up."

"Well, if you mean traveling to an abandoned Kingdom development area, finding out it was a hideout for a criminal organization, stopping them, and then fighting off hordes of Grimm after riding on a train that crashed into the city, then yeah, sure." Blake summarized their little adventure.

"That was sort of a rush though." Ben added on as he and Ruby were tinkering with something on one of Team RWBY-B's desks.

"Well, it was different…but, kinda fun if you think about it." Ruby said otherwise.

It was now the day after the team came to fight for their lives against the waves of Grimm that traveled through Mountain Glenn. Ben was promptly taken into an…interrogation of sorts after Winter returned from her ferocious fight with the Leviathan Grimm; her hair being partly curled off, her clothes having a bit of soot on them as well…but her saber managed to get bent a little due to the subterranean Grimm chewing on it.

Team JNPR and the few others who knew of the Omnitrix were extremely flabbergasted by Way Big's performance. While Coco and Nora were just simply amazed and even approved of the giant transformation, Jaune admitted that he almost passed out from shock, and that Ren and Pyrrha had to calm him down. Velvet was surprised as well, but by then, she wasn't as shocked as one would be.

General Ironwood was more or less…frustrated to say the least about him discarding the suit of armor he lent him, he was impressed by his combat skills with his time accompanying Winter. And since he _did_ manage to complete his task; meaning pinning down the source of the Grimm's uprising activity and shutting it down, there wasn't much he could do afterwards except take in the data that the older Schnee managed to pass onto him. Ozpin merely observed the whole conversation as Ben submitted his own report to the Headmaster, comparing the data from his files to that of Team RWBY's.

"Well, all we can do is just hang around until then." Weiss concluded as she stood up. "Speaking of which… Ben, Ruby. How's that secondary project coming along?"

Walking over to the duo, Weiss looked down to see a few schematic pages for what seemed to be the armored suit that Weiss sent to Ben. On top of the papers was a small battery-like object. Ruby was busying testing out a few tools on her while Ben was brainstorming some ideas on another sheet, with a few concept ideas coming up on his mind.

"Well, I have a few concepts for the way that the suit could maintain a steady energy level. I examined the blueprints you sent me, as well as observed some Atlesian Knights along the way. They're powered by highly concentrated Dust crystals pressurized into a battery like form. The extra power, along with the actually easy way to create them amazes me." He blurted out as he picked up said battery. "It's a good thing that they're also durable as well."

"For the suit that you gave to Ben, we found out that the battery used for the Atlesian Knights _could_ work, but the suit would quickly run out of power and be forced to recharge after roughly an hour of usage at the least. We were figuring out ways to potentially increase the amount of energy it could store, as well as possibly look for a way to recharge itself." Ruby added.

"Hmm..." Weiss hummed as she picked up the battery from Ben's hand. "Engage in the power usage issue, yet find a way to allow it to recharge on its own…"

"What do you think? Got any ideas?" Ben then asked her. Weiss took a moment to think about his question, before turning to them with a potential solution in mind.

"Say, what would happen if we combined this initial battery with that of— _*RING!*_ —Oh craven cur…" She growled as Ruby's Scroll began to ring.

"Oh, my bad." Ruby apologized as she picked up the device from her pocket. The caller surprised her a little as Ben looked over. "Professor Port?"

"Huh?" Yang sat up from her lazy laying. "Old man Port? What does he want?"

"Lemme find out." Ruby answered as she accepted the call and placed the device to her ear. "Hello? Professor Port?"

The rest of Team RWBY watched as Ruby began to converse with their mustachio professor they all knew and liked. Ruby seemed to had been making some joking conversation for the first few minutes of the call as gestured by her giggles and slight snorting, but after that, the tone of their talk seemed to have taken a different approach. Ruby's face turned into a slight frown later on, but quickly turned into an excited smile as she ended the call. Putting away her Scroll, she quickly stood up, nearly knocking Ben off his seat as she quickly grabbed Crescent Rose.

"We've got a mission!" Ruby announced with a grin. Yang's eyes turned red with excitement as she leaped off her bed, landing next to her and grabbing her shoulders.

"Really?! What kind?!" She urged her as she shook her. Blake gave the blonde a worried look as Ben sighed a little.

"If it's Professor Port, then I suppose it's for something either exciting or important." Weiss assumed. Ruby nodded in response as everyone gathered their weapons.

"So, where to?" Blake blinked.

"Well, we're going to meet Professor Port at his classroom first." Ruby answered as she went for the door. "Let's go!"

"Are we going to leave Zwei here, or is he coming with us again?" Ben turned to the corgi, giving him a small smirk as he barked. "Oh, he wants to come he said. He thinks it'll be good exercise."

"… _Curses."_ Blake grumbled as dashed out of the room first. Ben and Yang chuckled a little as the rest of team began to follow her "Come on…why can't you all be cat people or something…"

* * *

 **…**

"So what exactly is this mission about?" inquired Ben. The team was now in Professor Port's classroom after a few minutes, and in which to a surprise, Team JNPR was also along with them as well. It seemed as though the Professor had acquired both teams to come in.

Port chuckled a little, before taking his axe-blunderbuss off from its stand. He activated his Scroll and explained to him as it began to spring up a map of the Emerald Forest. "As you all know, the Kingdoms all have to have some sort of security measure established between their perimeters yes? Well, in order to maintain a healthy connect throughout Vale, we have several Security Control Centers located in various locations, some of which being here in the Emerald Forest."

"T-The Emerald Forest…" Jaune gulped nervously. Everyone had their memories of the fated moments they had during the Initiation Exam. Fighting through the sea of trees, establishing their teams and combating the large Nevermore and Deathstalker…good times.

"I'm not foolish enough to believe that they would malfunction all on their own. I can't bring many of my co-workers due to the preparations that they have for the Vytal Festival, but then Ozpin recommended you two teams. I could really use your assistance on this maintenance course." He finished.

Ben read the screen and the way it was worded, it sounded as if the Forest was in a state of abnormal activity, similar to that of Mountain Glenn. Ruby and Jaune seemed to have a similar answer as instincts quickly kicked in, and they didn't hesitate to give Port his answer.

"Alright, I'm in." Jaune said; eager to help. "The Emerald Forest is actually a beautiful place. We just never had the opportunity to properly explore, besides the times when we went for trips during class."

"Indeed. And I think it would serve as additional training for ourselves, as the Grimm do reside there." Ren went on with a small nod.

"This sounds better than anything I could think of to spend the day!" Yang grinned as she pumped Ember Celica up.

"Of course. You're the Yang, you just like to fight." Weiss rolled her eyes, though Yang didn't seem to be disagreeing as she merely got into a boxing pose, air punching a few times.

"It's a field trip, Ice Queen! Lighten up!" Nora bounced about as she slapped her back. Weiss gasped for air, with the hammer girl laughing away as Ren apologized for her crude nature.

"Well, it'll be good to move about. Have to keep a daily exercise routine." Blake said as she closed a book she was reading. "When do we leave?"

"Right now, actually!" Port smiled as he clocked his weapon. "I was hoping that a few of you would come to join in on my excursion, but this is even better with everyone included. Come, we have an airship ready outside!"

Walking out with a proud motion, Port gestured for the teams to join him. It was quite the surprise to be honest. They all heard of Port's stories of him being a gallant fighter in his youth, but to still be a professional Huntsman at his age? Something must've set him apart to have Ozpin of all people have do a dangerous task like this.

Nevertheless though, the ten joined up with their hearty professor as they exited the building.

* * *

 **…**

"Ah, Three Six Eighter, how are you doing today?" Port called out to a pilot in the fair distance. The students were gossiping amongst themselves, mostly discussing either about the festival, or in the case of Weiss, Ben and Ruby, the energy issue for the suit.

"Hey, old timer." The 368er waved back, revealing their voice to be female, as they couldn't tell from the outfit she wore; a full bodied pilot suit with a dark blue helmet that covered the entire head. "Going for a flight at this time of the year? I didn't think they would allow us."

"Ah, well, the folks at Beacon are busy, and even if we did have that little thing that happened at first, all is well. Are we ready for departure?"

"Just about. Running final checks now." She replied as she focused onto her Scroll for a few seconds.

"Alright students, you heard the lady! All aboard now! Knock knock and knock onto aboard!" Port hurrahed as they began to get on. 368er face palmed and groaned a little as she closed her Scroll.

"Stop with the knock knock jokes, old man…" She insisted as she pushed him into the rear of the Bullhead. "It's been years. They were out of place 10 years ago—Wait, that's an understatement. Twenty years."

"But they never forget it though!" The old man chuckled as he patted his shoulder.

With everyone inside the ship after a few more seconds, the pilot reached out to her seat, closing the hatchet for the back as the engines started to get hot up. As both teams strapped themselves in (two of them begrudgingly in so), Ben and Jaune already started to feel a bit tipsy as Port sat in the secondary control command located behind the main pilot seat. 369er began to configure a few of her instruments as the aircraft began to slowly hover off the ground.

"This is Three Six Eighter. We are wheels up and engines hot. Leave a light on for us, Beacon Command." She alerted herself as she gripped her controls. After a few beeps in her helmet, she smiled behind her helmet as she glanced back to the teams. "Get ready, kids!"

"W-Why is she saying it like that for?" Jaune asked with a nervous tone. Port chuckled nervously, which was a first for the students as he turned back to them.

"She…likes to go fast. Better buckle up your mustaches!" He joked as he strapped himself in. Both the blond and Ben frowned as Three Six Eighter pulled the engine into full gear, blasting off right as they were about to argue about that joke.

"We don't have mustach—EEEEEEEEEEEEEESSSSSSSSSSSSSSSSS!"

* * *

 **…**

"Ugh… That idiot Roman launched the plan _days_ ahead before planning…!" Cinder growled angrily.

As her right eye glowed slightly, she smashed a nearby crate inside the room that her company was staying in as "students" from Haven Academy. Emerald couldn't help but flinch a little as the green haired girl attempted to calm the Half-Maiden down to a controllable and tolerable level, while Mercury simply scoffed at the duo as he was on a call with his Scroll.

"Cinder… We still have that opportunity to do something with _that_ though…" She reminded her leader. Cinder gave the dark skinned teen a frown, before calming slightly and sighing.

"Right." She simply said as she cupped her chin. "And with the thing that I implanted into the systems that other night, since we still have the approval of the Fang due to **Adam's** influence…things might actually go well."

"Well, that's a good thing." Mercury smiled as he ended his call. He sat up from his bed as he placed the device down. "Because I just got some news for you guys."

"Oh, and what's that?" Cinder turned to her associate.

"Our little ice cream friend had just relayed some…coordinates that we can use to initiate the third phase. We'll have to bust out Roman in the long run, but after that…well, you get the picture." He shrugged as he tapped a button on his Scroll. A moment later, Cinder's own beeped as the data from his transferred to her's.

"…Interesting." Cinder noted as she took a look at the data. "This place will be easy to get into, with all the newly established security personnel even. Alright, begin preparations; we're going to initiate phase three soon."

"Right!" Emerald nodded as Mercury smirked. As the duo exited the room, Cinder took a few more peeks at her Scroll, going through her galleries of collected photos. A few of them in particular interested her, as they were than none other than…

"A giant, a fire man, an ice ghost… You're just full of surprises, aren't you Mr. Tennyson?" She whispered with an eerie giggle.

* * *

 **…**

…

…

…

 _"Achoo!"_

"Aah, no sneezy cooties!" Ruby flailed her arms joking towards Ben as the brunet sneezed. He rolled his eyes as he wiped his nose. Roughly twenty minutes had passed since the team had begun to fly with 368er.

"Someone must be talking about me I guess." He assumed. Blake gave the boy a weird look, raising an eyebrow in question as she took her eyes off from her book.

"I thought that was some kind of superstition or something?" She replied. Ben shrugged with his free arm in response, giving her a neutral look.

"With my luck and the filly Universe usually proving me wrong, that kind of stuff will happen on a fairly regular basis. You get used to it. I mean, even now it's starting to become something like that."

"A Monday to Friday schedule?" Ren suggested.

"Ah, that's it." Ben nodded in response. "Exactly."

"…I'm not gonna like the future then." Jaune sighed. As Pyrrha giggled, Port turned over from his position to come to the back. All the students stood straight and turned over to him as the older professor spun his trusty axe-gun.

"Alright students, we're nearing the entrance to the Forest." He informed them. "Are you all accounted for and ready to explore?"

"Well, a maintenance routine more or less." Ren shrugged. "Still, a trip like this is good once in a while, even if the Grimm will be here."

"I'd say." Jaune replied. "Alright, let's get this show on the road."

"Way ahead out, blondie." Three Six Eighter called from the front. "Front and center people, I'm opening the hatch!"

"Is she going to pick us up after we're finished?" Weiss turned to Port to ask.

"Ah, the thing is; we've got multiple units scattered throughout the complex of the forestry. I'd figure we'll be here for a good amount of time. 368er here will depart from here and come to pick us up _after_ everything is over." He explained.

"Uh… How many are there?" Yang replied in response.

"Well, enough to have us be here all day, I guess." Ben answered with a guess.

As the hatches from both sides of the Bullhead opened up, the students were the first to see the beautiful sea of greenery still pictured from the memories of events from months ago. The airship comes in over a secluded patch of grass amidst ruined sculptures and other ancient looking scenery. It hovers right above the ground as both teams all jump out of the craft with weapons drawn. Port takes a moment to give his trusty pilot a thumbs up, who replies similarly as he then jumps off himself.

"Thanks for the ride!" He calls out as the Bullhead begins to hover back up. Everyone else, after securing the area, look up to see the pilot saluting to him as she flies off moments later. As they see the craft fade to the distance, Port stretches his arms as he clocks his weapon.

"Ah, the Emerald Forest." He breathes in. "Can't your mustaches feel the fresh vibe of the greenery?"

"…We don't have mustaches." Blake retorted blandly.

"Er… Well then. Any who, let's begin our expedition, shall we?" Port coughed to alleviate the awkwardness of Blake's response as he took out his Scroll. "I have the coordinates for the first Security Control Center on my Scroll."

"Is it far?" Jaune asked.

"A modest distance if we keep a jury pace. No worries though, it shouldn't take us long to reach what we're looking for. Let us begin!" Port slapped his back as he began to walk forward. Pyrrha giggled at the sight of Jaune trying to keep his footing as the ten began to traverse through the forestry.

A trail was seen a few feet from where the team had landed. Port was keeping track of the location of the machine, so Jaune and Ruby decided to lead the way. This was a part of the Forest that neither of the teams encountered during their time in the Initiation, so this scenery was all new to them. Taking a lightly pace for their walking speed, the leaves of the trees ruffled softly as they stood in front of a cliff side leading to quite the surprising sight for eyes.

"Woah… Look at all these Grimm. Let's get 'em!" Ruby's eyes sparkled at the sight of a massive amount of Grimm on the quia below them. She clocks Crescent Rose as she pulls to its sniper rifle form.

"And here I thought we wouldn't encounter the Grimm right away…" Weiss sighs.

"Silly Weiss, it's a beautiful day to pummel some monsters!" Yang retorted in response as she and Nora grinned together. "Come on, Nora!"

"Yeah! Let's break some stuff!" The hammer girl added as she aimed Magnhild at the crowd, ready to blast them with grenades.

"And so it begins." Ren simply says as Ben, Blake and Pyrrha calmly take out their weapons along with him. Zwei remains with Port as the cat girl unsheathes Gambol Shroud, takes the initiate and leaps down, immediately slicing off the head of a Creep.

"Let's get down to business."

* * *

 **…**

"Ack, Beowolf on your left!" Ruby barked out towards Jaune as she blasted herself into the air. The blond quickly ducks as the beast was about slash at his head, and was fortunately saved by the ladybug girl as she blasted its head clean off.

"Oh thank Monty…" Jaune sighs in relief stands back up. "Thanks."

"No problem!" Ruby smiles as she lands, placing Crescent Rose back on her hip. "Huh, we've come pretty far, haven't we?"

"Indeed." Ren nods as everyone looks around.

"I wonder if Dr. Oobleck knows about this place." She wonders.

"These ruins must be full of history." Ren replied. Ben lowers to his knees, placing his fingers on an ancient tile on the pathway they were walking on. "What do you guys think?"

"This looks like it has seen better days." Weiss admitted.

"But even so, they're extraordinarily beautiful…" Pyrrha sighed in delight. "If only we had time to properly examine these ruins."

"Well, if ya ask me… Someone had fun destroying this place!" Nora snorted, making the other two nearly drop to the floor in response. Ren sighed a little as Ben then stood up.

"Hmm…" He hummed.

"What is it, Ben?" Blake asked as Zwei barked at his feet. The Omnitrix wielder looked around, his eyes full of curiosity. Blake hadn't seen something like that before in his eyes surprisingly.

"…Interesting." He simply said, before turning to Port. "Hey Professor, do you mind if I asked you something?"

"Oh?" Port turned to his student. "And what would that be, young man?"

"The Emerald Forest is full of ancient ruins relating to past Kingdoms, am I correct?" He guessed. "How old are we talking?"

"Hm… According to good old Dr. Oobleck, I'd say that the remains of the ancient Kingdoms here range from…err, a few millennium?" He replied, scratching his chin to see if he was remembering correctly. Ben slowly nodded, cupping his chin as a smile began to grow on his face.

"…This might be a little more interesting than I'd thought." He thought out loud. Port and Blake glanced at each other and shrugged, before seeing a cave out in the distance as the group continued to traverse.

"Ah, there it is. The security control center for this region is inside that cave. Let's go have a look and maybe we can discover what the problem is." He rubbed his moustache. Pointing to the inside, the faint glow of blue dust crystals illuminated the interior as both teams wandered inside.

"…It's beautiful." Jaune was flabbergasted by the sight. "A calm, peaceful, and…oh. There it is."

Inside the large center of the cave lied heaps of glowing crystals, stalagmites upturned and hanging from the edges of the dimly lit area. In the middle of the room in front of an ancient archway was the Control Center; a generator-like device with tubes tunneling into the ground. A dimly lit glow of yellow radiated the surrounding area, but it was then that Ben and Port noticed a small, rectangular box hinged onto it.

"Hmm. Some sort of foreign object. I feel like I've seen that symbol before... Never mind that! Defend the Control Center while I undo the damage. Make sure your weapons are loaded and your moustache wax is stowed! This could get hairy. Young Tennyson, I could use some of your analytical skills for this." He called out as he began to examine the foreign container.

"Way ahead of you, Professor." Ben said as he went for the Omnitrix.

Pressing the core down, a bright flash illuminated the room, allowing everyone to see a horde of Grimm suddenly coming in from all directions from the deeper necks of the cave. As Gray Matter replaced him, the glow in their eyes were the indicators that left the teams preparing for battle.

"Enemies incoming! Protect the payload while we try to get this thing off!" Port ordered out.

"Oh what the heck." Jaune blurted out as he raised his shield. "Prepare for combat!"

Several Beowolves proceeded to lunge out from the darkness, staggering towards Jaune and Ren as the two took their stances. Jaune crouches down and allows Ren to leap on Crocea Mors' shield. Sending him above the group of Grimm, he then rushes towards the pack as Ren begins to rain a Hail Mary of bullets onto them as well.

"I'm going in!" Jaune cried out as Ren proceeded to dash off once he landed.

Slashing the body of the Beowolf in front of him, Jaune raised his shield as he ran to deflect the swipe from another one. Arcing upwards, he then grunts loudly as he swings his blade through its neck. Turning around, he sees Pyrrha and Blake fighting off some Creeps as he runs to fight with them.

Everything had appeared fine, but the instant his team had stepped foot into the clearing a few minutes into the fight, every single Grimm on their side had turned to face them. Their plan to stay together with Team RWBY went down the drain, seeing as how they had lost the element of surprise before the battle had even begun.

It was not all bad, however. The open space, while sizeable, was not large enough to allow all the Grimm to easily corner them. By targeting one or two at a time while keeping the crowd between them and the rest at a fair distance away, it had still been possible to restrict the number of Grimm attacking them to a more manageable number.

A mechanical whir from behind Jaune clued him into the need to evacuate from his spot as Nora blasted herself high into the cave's ceiling. The smashing of the transformed Magnhild came crashing into where he had been seconds later as he rolled off, sending a shockwave of pink electricity that stunned several Ursa around the duo. Head held low, Jaune then dove aside when one of said Grimm that managed not to get afflicted swung at him. He might have been able to stop it if he really tried, but avoiding the hit entirely was still a better option.

"I got it!" Nora yelled.

With a loud roar, Nora slammed Magnhild into the back of its leg. The Ursa stumbled but quickly righted itself. Not letting that one failure stop her, Nora tried again. This time, when the bear-like Grimm took a step, she targeted its stationary leg with her next blow. It fell, moving about awkwardly on the ground with its arms clawing about as it tried to get up.

"Nora! Help Ren!" Jaune instructed as he then turned to see his fellow teammate surrounded by a King Taijitu. The silent male of their team was tearing into the scales of his enemy, taking down the black half of them in the first few seconds when he circled and stabbed it from behind. Other Grimm members did not stay still, and proceeded to rush on him while those closer to him began to lunge out of melee range and into his face.

"Done and done!" She happily complied as Nora quickly retracted Magnhild to its grenade launcher form, blasting the other half of the snake Grimm and a couple of lesser Grimm that were next it to.

"Pyrrha! How're holding up?!" Jaune quickly yelled at his redhead teammate. Angling his arm, Jaune hit a Creep on the head with the blunt of his blade. Using the same circular motion, he slashed down at its legs, downing the top heavy Grimm. His breathing was erratic as he skidded to a stop beside his partner.

"Jaune? I'm alright. What about you?" A couple of Beowolves fell after Pyrrha professionally made quick work of, jerking and shaking her lance. Pyrrha's hand glowed with black energy as her eyes narrowed in concentration. Throwing her shield, it bounced off the wall of the cave and decapitated all of the Grimm in front of her.

"Oh, you know. Just barely surviving." He turned to face away from her, his back touching hers. His shield shot up and halted the charge of a Boarbatusk that aimed itself at Pyrrha. Jaune broke away when it stopped rolling, toppling it to its back and proceeded to stab it in its unprotected belly. "Heads up!"

"You really have improved a lot, I'm glad." She gave him a smile. The blond blushed a little, but smirked in response.

"Thanks." He replied. Standing up, Jaune glanced over from the corner of his eye to see Port and Gray Matter coming along with their progress. It seems that they were almost done with whatever they were doing.

The fighting had gone on for around half an hour or so now, but to Jaune, it felt more like an hour. He had been moving nonstop and just taking those dozen or so tackles and swipes that he failed to block or dodge had lowered his Aura considerably. How was he to dodge when he was literally being mauled at from at least three different directions at the same time? It was not humanly possible unless he was Pyrrha, who with the help of her Semblance was able to do what was normally impossible. Perhaps…instinct was simply kicking in on its own.

Another Beowolf ran up, brandishing a deadlier set of claws due to it being an Alpha. Jaune liked that, since it meant that the lesser Grimm would stop attacking at him to avoid hitting one of their own. He went into position, catching it on his shield before pushing it off to the side. Crocea Mors lashed out from around his defense, stabbing into the Grimm's hip to whittle it down. When the blade went down to block, Jaune pinned the Grimm's arms against his body with his shield as he lunged at it. Holding Crocea Mors high, he brought the pommel down on the larger Grimm's head. He did so repeatedly, until it broke and the glow of its eyes finally dropped to a dim black.

Stepping back, Jaune wiped an arm across his eyes to clear the sweat. His vision was slightly unfocused, and his breathing coming in quick and short gasps of air. He yelped when he sudden lost feeling in his legs for a moment and staggered, but not before being supported by Pyrrha, who placed her shield on her back and fired away at some surrounding Grimm with her free arm.

"Woah… I blanked out for a second." He shook his head as he stood up. "Never had that happen before."

"Well, that just means you went over your limits. That's a good thing to see, but in this scenario…you know. Don't make me worry about you." Pyrrha half scolded, half complimented the blond. Scratching his head, they turned over to Ren and Nora, who were fighting off another group of Grimm.

"Come on, Jaune!"

"Right!"

* * *

 **…**

With Team RWBY…

Ruby was not used to fighting so many enemies at once outside of the combat simulation classes she took in Beacon. Sure, she fought a lot of Grimm before, but that was when she could clearly see the amount that were there. Here? Well…

More just kept appearing.

When the fighting first started, Yang had taken out most of the speedster Grimm around them while Weiss and Ruby herself kept the crowd away from her. That had given them at the least a more level playing field. They had stuck together for the most part; the three only split when another group of armed Grimm emerged from the dark to join in the fighting. Yang had taken one look at them, froze, and turned her attacks onto them.

Explosive shells hissed through the air and detonated around the group, thinning them out slightly. An Alpha Ursa burst through the smoke and rushed at the blonde. Ruby's partner blocked the first wave attacks, allowing Yang to swipe it off its feet with an uppercut and then blast it away with a good old roundhouse kick.

To her surprise, Yang was not happy about this like she said she would. Her voice was calm. Even deceptively so. But she had come to know the subtle changes in her demeanor, and in all the time she had known her, Ruby had never once seen her calculated and focused. Yang wasn't fighting for fun at the moment; she was fighting to survive and win.

So Ruby did what she felt was right, and allowed her to continue, trusting the skill that Ruby herself believed even exceeded that of her own expectations as the blonde grew up with her. For that reason, she did not worry about her going off and fighting like this.

Initially, Ruby and Weiss picked off individuals from the wave of Grimm from a distance, but that was only a temporary strategy. Even if the Dust heiress had expended all of the mineral she had brought, it wouldn't have been enough to stop them all before they reached the pair. So Ruby had propelled herself into incoming crowd, relying on her Semblance to maintain movement superiority over her much slower opponents.

Crescent Rose extended, smacking a Beowolf in the side with enough force to throw it several meters. Ruby swung herself around the handle, planting her boots into the skull face of another. Kicking off, she squeezed the trigger on her weapon, spinning like a top and bowling over several wolf-like Grimm. She landed on her feet, coming to a stop when her scythe slammed yet another insurgent into the ground.

"Blake!" She called out.

Several paces away, she could see the cat girl doing pretty much the same. Conserving the Dust that she got from Weiss for larger groups of the horde, the black haired girl had taken to utilizing her natural abilities as a Faunus to launch and jump around the battlefield, striking enemies as she sped past in a flash of purple.

Ruby stayed close to Weiss, mostly for the latter's sake. In a fashion identical to their first encounter with the White Fang extremists in Vale, the increasingly large groups of enemies they were presently facing had designated the more fragile members as their prime target, and were going to great lengths to try and reach her. That was both good and bad. For one, their enemies were where they could see them. For another, that meant they were at risk of being swarmed if they did not quickly thin out the mob.

Up ahead, Yang was smashing her way through, redirecting some of their attention onto herself and just so slightly lightening the load for them.

Ruby slipped under a serrated claw that swung at her head, whacking the Beowolf that did so on the head on her way past with a backhanded swing. Hopping onto her scythe's blade, she aimed it down and shot herself into the air. She curled up and spun, slamming Crescent Rose down on her descent. The Grimm dodged, but failed to do the same to Ruby's follow up kick, powered by her momentum from a quick twirl around her weapon.

Gray Matter peeked from his work to witness the battle. He suspected that it was a lot harder than she had expected, fighting that many enemies with no respite. The tenacity shown by the Grimm was problematic by itself, but this…this was a new and difficult problem. They were hit, some even sustaining shots from the high caliber rifle built into Crescent Rose, but the more they slaughtered, the more that seemed to be replacing their fallen brethren.

The next Grimm was that of a Deathstalker. While not fully sized like the one that Teams RWBY-B and JNPR encountered, it was still fairly large. However, Ruby and the gang was already experienced with the characteristics, thanks to actually learning about them in class. Her next shot hit it in one of its legs, causing it to stumble and temporarily halt its advance when it leaned in the way of more Grimm who were right behind it. A light streaked past Ruby and landed on the face of the Deathstalker, encasing it in a block of ice. Ruby turned and gave Weiss a smile of gratitude, earning a quick nod in turn.

"Ben! Professor Port! Are you guys done?! We're getting overwhelmed here!" Blake barks at the duo as she spawns in five clones. As the teams group up, Weiss summons a glyph that fills the clones with fire Dust, lighting them up and causing them and the Grimm surrounding them to explode.

"We've got plenty of time now!" Gray Matter hurrahed as he leaped off from the Center. "We're done!"

"Well?!" Yang growled as her eyes lit red. "Help us out!"

"On it!" As he landed on the floor, Gray Matter slapped the Omnitrix dial on his back, engulfing into a bright light. Immediately, the room was filled with ice as a ray of blue zipped between Weiss and Blake, and began to circle around and freeze the remainder of the Grimm.

"Woah, that's cold." Jaune shivered a little as the remaining enemies ceased to exist.

"I don't think the sudden increase in _Weiss-cubes_ will be a problem anymore, especially after all this fighting at least." Yang sighed a little, punning regardless.

"…What is that? A lizard?" Weiss poked the transformed Ben.

"Er… More like an **Arctiguana**!" He replied. "Er… That's what I call it, even if it's another ice pun."

Arctiguana had clothing which covered most of his body, and every time he breathed, it was so cold that it was actually visible. His arms were fairly long, with three-fingered hands and short legs that ended in stumps. He had four shark-like fins and sharp teeth. Having small, squinted green eyes and a black stripe around his eyes and face, behind his eyes were pronounced scales and what appeared to be gills. His chest was covered by a white shell, and his black clothing was seen going all the way up to his face. The Omnitrix symbol was on his chest.

"Eh, this one seems a bit more normal than I'd expect." Nora replied as she placed a hand on him, before flinching. "Cold!"

"Ah… That feels nice…" Ruby sighed in joy as she pressed her face on his back. "It's cooling me off…"

 _'…It's a good thing Polar Manzardills are cold-blooded, otherwise I'd be blushing like a storm right about now.'_ He sweat dropped.

Port chuckled as he took the device off from the Center. "Bravo, team! Bravo! The security network in this region is shipshape once again. I'll get some of our staff to see if they can find anything about that mysterious symbol. Excellent work."

"So… What now?" Weiss regained her breath as she sheathed her rapier. "Do we go on?"

"Yes, but let's take a short break, shall we? It seems the foreign object in question seems to be some of Grimm attractor device." Port explained as everyone sat down to listen. "And this symbol… It's so…familiar."

"Maybe someone back at Beacon knows?" Ruby suggested. Arctiguana reverted back to Ben, garnering his own look at the rectangular device.

"…This kind of technology seems familiar." He then said. Everyone else turned to him in interest as he activated the Omnitrix. "…I wonder."

Slapping the core down, everyone covered their eyes for a moment as Upgrade took his place. As he asked Professor Port for the device, he merged into the inside, taking a moment to cower inside and take a look. Everyone was still for a few seconds as the familiar black and green coloration took hold on the shape, until Upgrade finally emerged from the box and reverted back to Ben. What confused them was the surprised look he had on his face.

"Ben? What's the matter?" Ruby asked.

"…Impossible." He mumbled. "That can't be."

"What?"

"…That box has some of the same technology that I'm familiar with from my wor… I mean, my home country. The only thing is…this stuff is pretty much outdated by at least a few centuries…" He corrected himself. After all, only the teams and Ozpin's circle of staff were the ones that knew of his identity of being from another world.

"That can't be right. The person must had have to live in Remnant for…a thousand years or something." Weiss argued. "It would be impossible then."

"But that's the thing: It's _not_. The person who made this technology…their species no doubt is able to live for at _least_ a thousand years, even if they were in a dangerous environment like Remnant." He explained.

"What does it mean then?" Port asked, finally wondering what the heck they were talking about.

"That means that whoever made this thing was able to uncover ancient technology that is superior to the stuff you guys have right now. And since you said that there's multiple areas with interference, who knows what other scraps of tech the perpetrator might have been able to repurpose for their own needs." Ben said with a worried tone.

"…Then we can't stay here then." Ren suggested as he stood up. "I suggest we move."

"Excellent suggestion. If things are as bad as you say they are Mr. Tennyson, then we've no time to lose. Let us proceed to the next area in the Forest." Port ordered.

As everyone began to leave the cavern, Ben couldn't help but have this uneasy feeling in his chest…

 _'… **Galvan**_ _technology? Here? In Remnant?'_ He gritted his teeth in growing curiosity.

* * *

 **…**

"…Cages?"

"Just as I thought: more sabotage from our friend with the symbol. But those cages... Was someone trying to capture Grimm? Hrm... I don't like the looks of this. For now let's just focus on the objective. Defend that control center while I undo the damage. Get ready!"

"Should I help this time?" Ben asked as he stood behind Port.

"Ah, I've figured how to manually take this thing off from the last time. This time, you can support your teammates." He reassured him. "I've got this. Now then, get ready! The device seems to be calling Grimm to this location."

"Why can't we just bust the damn thing and be done with it?" Yang groaned loudly as everyone else got into a fighting stance. Weiss glances at her as she refills her Dust containers.

"Because we need to learn who's manufacturing these and why." She responded. "Now quiet down and focus on the battle!"

And just as she said that, from the ruins of the grounds that the teams were on, hordes of Grimm began to emerge from everywhere. This time however, Ben was the one to initiate with the attacks, switching to Mundvridi's rifle mode and scattering off the Grimm like flies. Following suit, rather than taking a head on melee fight, everyone but Jaune began to shoot off the opposing Grimm for the first few minutes of the fight.

"Uh… What should I do?" He asked. Ben reloaded Mundvridi, glancing at him as he tossed the weapon in his direction. "Woah! Huh?"

"You ever fired a gun?" He asked.

"Er… A couple of times? Don't you need this though?" He blinked a few times in question.

"Nah, you know me." Ben replied as he slapped down on the Omnitrix. A moment later, an unfamiliar alien filled his point of view. " _Eye_ got forms for these kinds of scenarios."

His body was humanoid, but upper-body was covered with green eyes and black pupils, although he had no eyes on his face, which consisted of a mouth and a very large pair of bat-like ears. He had dark yellow skin with lighter yellow skin on his chest and feet. Wearing black pants with green circles on them, the Omnitrix was worn on a belt around his waist.

 **"Eye Guy!"** He yelled. Yang jumped up, performing a powerful uppercut against an Alpha Beowolf before kicking it towards Eye Guy.

"Oh crap! Watch out!" She yelled out to the alien. Eye Guy however smiled as he turned towards the hurling figure, his eyes locking onto its body as they began to glow.

" _Eye_ got it!" He punned, merging three of his eyes on his shoulder. Firing off of a green beam, on contact it began to freeze the Grimm solid. By the time it reached Eye Guy, he simply shattered it to pieces with a well time punched. "Grimm on ice! _Eye_ gotta say, that's _ice cold_!"

"Ugh, two punners?!" Weiss groaned in annoyance as she thrusted away a few Creeps. "This can't get any worse."

"Eh, from the _cornea_ of my eye, you seem to be a little _corneal_ about this situation I _see_." Eye Guy chuckled in response. As Yang landed next to him, they fist bumped each other as Blake face palmed.

 _'…I need to adjust his habits after this…'_ She reminded herself.

Nevertheless, the team continued to fight off the Grimm for a couple more minutes. In the open field of the sunset, the ruins they stood on were perfect for creating a circumference around Port, allowing the teams to easily take down the Grimm that came from any direction. Ironically enough, the location was nearby the ruins in which they fought the giant Nevermore and Deathstalker from the exam.

After a few more moments, a dull beep could be heard from the ominous box on the Control Center as Port pulled it off from its grasp on the machine. He smiles in relief as it powers down, turning back to the students. By now, the rest of the Grimm were starting to dim down to only a dozen or so.

"Good show, team!" He congratulated them. As Eye Guy reverted back to Ben, Jaune handed back his weapon as a sound beeped off from Port's Scroll. The elderly professor takes a look, ruffling his moustache.

"I've just received a report..." He revealed, before nearly opening his eyes in remembrance.

"That's… Oh! I remember now, the symbol we've been seeing belongs to none other than Merlot Industries, an old research and development corporation—far before your time." He explained.

"Merlot Industries? I've never heard of such a corporation, even through my family's history." Weiss responded with a confused look.

"The company was crippled by the collapse of Mountain Glenn, where they lost their primary facility and chief staff members. They never recovered from that incident and eventually shut down. Which begs the question... Why is their technology suddenly popping up in the Emerald Forest? Hrmmm, I've never been one for riddles and history—more a man of action if I do say so myself. But I think I know someone who can help..." Tapping a few buttons on his Scroll, the girls of Team RWBY couldn't help but flinch in response.

"Wait… Not there again…?" Ruby muttered. Zwei whimpered a little, hiding behind her leg.

"Oh no…" Weiss sighed.

"We're going back there? Again?! We just came back from there!" Yang barked in annoyance, groaning loudly.

"W-What? What's wrong?" Jaune asked with hesitation towards the girls. Ben chuckled a little as he shrugged.

"The last time we went there, we found out it was a hideout for the White Fang; you know, the reason for that incident in the city?" He summarized. Ren nodded in response, understanding the situation.

"Ah… And I believe that the professor in charge for that operation was none other than…" He started.

"Professor Oobleck." Pyrrha finished.

"He prefers… Doctor." Blake begrudgingly said. "So… We're going back to Mountain Glenn again…"

 _"Ah, hello there children!"_ Oobleck's voice could be heard from Port's Scroll. _"Are we going back to Mountain Glenn once more? Fascinating! I never got a chance to fully explore the place when we were last there!"_

"But you had an entire day!" Yang argued back.

" _Ah! But that was to discover the cause of the vacating of such a place. This time, I want to explore the place out of curiosity of the past agriculture of my own will. I'll be seeing you all tomorrow, and I think Professor Port mentioned Team JNPR? Lovely!"_ He shouted out as fast as he could, before dialing off a second later. The entire team slouched a little in response as Port closed his Scroll.

"Ho ho! So, you all are already familiar with the location and the expert? Then onward! To VICTORY! Well… Tomorrow at the very least." Port was about to bring all hell out from Team RWBY, but joking chuckled as he began to call for 368er. After all, it was starting to become night…the worst time to be in a place like the Emerald Forest.

* * *

 **…**

"So this is Mountain Glenn... You know you hear stories but... Aah it's just a lot worse in person..." Jaune gulped.

"Well, we're not going to miss the action in Mountain Glenn THIS time!" Nora patted his shoulder, excitement all over her face.

"Moody and dark as usual, aren't you Mountain Glenn?" Ben smiled ironically at the sight. "At least we didn't drop off right into the heart of the city like last time."

"Better that than to instantly fight off hordes of Beowolves…" Ruby sighed in relief. Oobleck rolled his eyes as he took a sip from his thermos.

"Ah nonsense my dear girl. The fighting of Grimm will always bestow us with knowledge from the past! How people fought, the measures that they took to create a defense, albeit a failed one, around the city!" He countered.

The team had taken a safer approach to the abandoned city, entering through a segregated part of the forest area outside the area. After traversing through a slightly steeping hill, the outskirts of the ruins began to fill the view of the students. The dark and gloomy atmosphere immediately took its effect on Team RWBY-B as they approached a separate entrance to the mountainous village.

Already they could see devastated buildings, as well as Grimm that were aimlessly roaming around. With the White Fang now longer in possession of a hideout in this area, the only reason for the Grimm to be here now was the past grievous feelings of the people that once lived here…and the fact that Merlot Industries had something to do with it.

"I got this." Ben whispered as everyone went low, crouching behind a pile of debris. Looking over the rubble, luckily there were only a few Grimm.

Equipping Mundvridi, he took something out from his pouch, placing it onto the barrel. Ruby recognized the attachment, ogling it a little as Ben took aim with the sniper function of his weapon.

"A silencer…!" She whispered in glee as Ben quickly assassinated the three Grimm with quick-to-quick headshots. As they fell with a dull sound to the ground and began to fade away, the team began to journey into an abandoned street.

Climbing up a pile of debris, they approached into what seemed to be a residential area; houses galore and a few convenience stores about.

"Even with all the destruction caused here by the Grimm, the structural conditions of the buildings here seem remarkably well." Ren observed.

"It's quite the sad view though." Pyrrha added with a sad look. Oobleck gave them both a smile as he walked to the front of the group.

"When Mountain Glenn was first established, the main goal was to be that of survivability and preservation. Key points were taken across to the architecture of the landscape, and the results were that of hard designed residential and business districts." He explained.

"So, how far are we away from Merlot Industries' building, Doctor?" Weiss asked as they exited an alleyway. In front of them appeared to be a bridge, but it was blocked by piles of rubble.

"Hmmm… Well, that's an issue. It appears the bridge is blocked. According to my map, we should be able to take a detour through the city's old waterway system." The green haired professor explained as he looked onto his Scroll. "Let us proceed down onto the bottom through this pile of debris."

"Well, _water_ we waiting for?! Get it...? Guys...?" Yang punned. Weiss rolled her eyes as Jaune sighed.

"First there's that bridge that wouldn't extend, now this one's blocked, what gives?!" He complained.

"Just pretend it's a day at the waterpark!" Ruby reassured him as Ben and Ren proceeded to go down.

"Come on you guys." Ben ordered with a smile. " _Beach_ of us signed up for this."

"Aw, yeah!" Yang grinned as she wrapped an arm around his shoulder. Blake shook her head in disapproval as they all went down to the dry waterway. They continued for a few minutes, with Oobleck nearly going livid after finding out that practically every bridge extending to the other side they were trying to approach was destroyed.

After a few more seconds, the team approached the gateway for the waterway. A small terminal with a dimly lit green light stood on the right doorway. Oobleck's anger managed to subside temporary as he examined it.

"Ah, here we are. Now then, though this looks a bit rusty, I shall activate the switch to open this lock. Most likely it's going to create a large amount of noise, so be prepared students!" He warned.

"Oh boy, battle time." Jaune whimpered.

"That just means additional training, my friend." Ren patted his shoulder.

As Oobleck activated the switch, the doors began to slowly open. Unfortunately, the sound that it made as the result of it being rusty as crap made it sound like someone scratching on a chalkboard. As ear-screeching as it was, out from the rusty tube ways from the waterway emerged various land Grimm, as well as a few newer ones.

"Oh great… **Subterras**." Ben grumbled as he switched Mundvridi to its sword mode.

Subterras were subterranean Grimm that resembled Liopleurodons, ancient marine mammals. They had the body of said creature, having two sets of fins and a short tail. With its long and large mouth that had razor sharp teeth, along its back, fins, and tail were the typical bone-like coverings of a Grimm, with the signature skull-like mask on its face. And although they're subterranean Grimm, they could actually move fairly fast on land.

For around half an hour, the team fought off the waves of Grimm as Dr. Oobleck maintained the passageway's operation. After clearing another wave of Subterras, one of which almost bit Jaune's rear off, they quickly escaped through the gateway. Fortunately, it closed faster than it opened, leaving them safe for the meantime.

"Ow…" Jaune rubbed his rear. "That hurt."

"At least it didn't pierce your skin." Pyrrha observed, patting his rear. Jaune nearly squeaked as he jumped up, blushing a bit.

"P-Pyrrha!" He stuttered. Pyrrha gave him a weird look, before blushing immensely and covering her face in embarrassment.

"I'm sorry…!" She apologized. Yang and Ren chuckled at this, but Nora and Blake merely tilted their heads.

 _'…Aren't they together?'_ Blake asked Nora via eye contact.

 _'Hey, they're making progress at least.'_ The orange haired girl shrugged.

 **(Watch RWBY Chibi Season 3 Episode 11 Arkos Shippers!)**

* * *

 **…**

"Looks like we found Main Street." Blake noted. After clearing through the waterway, the team approached a large street that expanded through a large part of the city.

"Man... I bet this place used to be nice." Yang pouted.

"There's no end to the Grimms' destruction…" Ren closed his eyes. "All we can hope is that this never happens again in history."

"Yes, Mr. Ren… That's exactly what we should be doing in this time and age." Oobleck agreed as they went down. As they continued to do, eventually, a building, one that seemed to be remarkable condition and towered through all of the others appeared.

"There! That's the facility! I can't believe how well it withstood the years... A shame, still... Dr. Merlot would've never let something like this hinder the progress of his work. I can only imagine what we'll find inside."

"Sure, as long as we don't fall through the—"

 _*RUMBLE…!*_

"…What was that?" Jaune looked down. Ben merely sighed as the very building they were trying to get do sudden was attacked by tremors, crumbling down to piles of concrete and rubble as flames from whatever was inside began to lit the place on fire.

"…The universe just loves proving me wrong, doesn't it?" He groaned as the ground began to crack. Once again, a giant hole made its way underneath him as everyone began to fall through.

"I don't wanna go through this agaaaaaaaain!" Ruby screamed as she held onto Ben. Jaune did something similar as Pyrrha managed to grab hold of him, though the latter seemed to be caring for him as Ben for Ruby.

"SON OF A BIIIIIIIITCH!" Yang screamed.

While she and most of the group was doing that however, Nora of course was humming away as she sat on her hammer form Magnhild, whee-ing away as the group began to traverse down once more into the underground village beneath Mountain Glenn. Round two, folks!

* * *

So…

I'm back.

I wanted to upload this for soooooo long, but as I said before, becoming a sophomore in college suddenly means that the difficulty level is risen up to a crapton new level. I once again apologize, but I had to prioritize irl work, and it was hard to keep track of my emails, as I really didn't have time to properly respond to you guys. I… I'll try to make a habit of at least responding to you all when I can, but please forgive me if I can't immediately (_)

But enough about that! What have I done?! I actually decided to place some Ben 10 lore into this universe?! Have I gone insane and broke my absolute word?

Not really if you think about it. The meaning of this Galvan tech is going to be like how the lore of the RWBY universe works; the ruins and remains of ancient Kingdoms being explored by people of the modern day, and others learning to use and exploit these olden types of technology. Merlot Industries has _somehow_ gotten access to ancient tech belonging to the Galvan, but how? I want to try doing this route, explaining how someone from a long time ago moving to a new universe can affect the world in which he or she crashes in. After all, if you suddenly discovered that ancient technology was superior to the stuff in the modern day (like in Warframe the tech used by the Tenno is vastly superior to the Grineer), obviously you would want to study and learn about it.

I decided to bring in Team JNPR into this, because since I did buy and play the entirety of RWBY: Grimm Eclipse and got all the DLC, I figured that if the other team was able to be played, why not add them?

So, with that said and done, I'll see this chapter as finished. Let me know what you guys thought of this chapter. As usual, I'm always up for suggestions and/or corrections, so get to it! Thanks for the continued support and concern! I'm going to be uploading a chapter for My Omnium Academia soon, so look forward to that! Please R&R, and have a good day.


	15. Start of the Chase

Lord Almighty, I can't apologize enough these days…! ANYWAAAAYS…!

Welcome back to the Huntsman From the Void! Double upload! Let's see what's in the comments.

 **The Galvan Technology Conspiracy**

Now I've mentioned that I typically don't involve material from the Ben 10 Universe in my stories, but I felt for this one that it could do some good. I _did_ want to make comparisons between the technological differences of the RWBY and Ben 10 Universes, so I decided to incorporate Galvan tech into this. Heck, I might even add an evil Galvan OC into this or something… Though that might not actually happen. It depends if that sounds good with you guys. The tech _could_ potentially be used as source material for a potential 3 way crossover, though I'd have to make it possible for all three Bens to meet up at once.

 **Grimm Eclipse**

Now I have to admit that it's a bit difficult creating an entire Arc based on the game, because honestly when I first played RWBY Grimm Eclipse it literally just took me 2 hours to beat the game at a leisurely place with Blake, and that was right after I bought the game on Steam. Each level takes like around 10 or so minutes to beat at the most, and the map layout makes it hard to exactly describe the environment. Not to say that it's impossible, but I feel like it's kind of blandish in the matter or relaying what the reader should see from the characters' point of view.

 **A RWBY Chibi of my own?**

I'd really want to, if anything. Would you rather it'd be like the actual RWBY Chibi, where the characters are all wacky and such? Or should it kind of be like shorts? I read a couple of the other RWBY x Ben 10 stories that had their own RWBY Chibi versions, so I was thinking of either trying to be unique, or make it so that this Ben is…kind of like another Ben that managed to get teleported into Chibi Remnant instead of the actual RWBY Universe? Gosh, I can see Ben retorting soooo much, as well as making puns galore.

Anyhow, I've updated a bit, but I have to be honest that I've been a little busy IRL, mainly with assignments and Finals coming up for my school. I had a bunch of projects, and making the recent Huntsman From the Void chapters proved to be a little more time consuming due to me having to make my own scenarios for the Grimm Eclipse storyline, so apologies once again for the late uploads. Though with that out of the way, onto the chapter!

And once again as usual… I own nothing related to **RWBY** nor **Ben 10**. Please support the official releases, and happy reading to you all! Thank you for over 430 Follows, Favorites, and Reviews, as well as nearly 90,000 views!

* * *

 **Chapter 15:** _Start of the Chase_

 **…**

Ben was quite dazzled. Not just by what the origins of this person who managed to salvage technology that absolutely baffled this world's by centuries could be, but also the fact that the technology had somehow managed to find its way into Remnant. That in itself was the biggest concern he had on his mind.

Well… That, or the fact that everyone was falling down to Mountain Glenn's underground city once again. That of course.

 _"AAAAAAAAAAAAAAAAAAAHHHH!"_

 _"WE'RE ABOUT TO BECOME HUMAN PANCAKES!"_ Jaune screamed out. _"THAT MEANS NORA'S GONNA EAT US!"_

 _"WHAT'S THAT SUPPOSED TO MEAN?!"_ Said ginger haired girl barked as she tried to swing Magnhild at the blond.

 _"Come on Omnitrix, give me someone who can fly!"_ Ben yelled at the device on his wrist as he activated it. _"And for the record, human pancakes are an actual thing!"_

Pushing the core down, everyone closed their eyes for a moment, opening them a split second later to find out that Ben had transformed himself into Clockwork. The robotic alien took a quick glance at his arms before groaning in irritation while everyone else still had panic-driven faces as they turned to him.

 _"WHY'D YOU TURN INTO THAT THING OF ALL THINGS?! HE CAN'T FLY!"_ Nora cried out.

Clockwork sighed, before looking down. _"Well…"_

 _"We're accelerating a quarter of a mile at the rate of 30 feet per second!"_ Oobleck pointed. _"Do you know what that means?!"_

 _"I don't wanna find out!"_ Ruby retorted.

 _"PANCAKES!"_ Jaune and Yang yelled back.

 _"WOULD YOU QUIT IT?!"_ Weiss growled at the two blonds.

 _"Ben, if this form can do something, you'd better hurry!"_ Pyrrha pleaded.

 _"Because we're about to reach contact!"_ Ren added.

Glancing back and forth, Clockwork breathed in as he extended his arms out. His key on his head began to spin around rapidly as a wave of green energy was released from the interior of his body, as shown from the transparent screen on his stomach area.

Quickly, time within this affected area began to slow down, and while it wasn't a complete halt in motion, Clockwork's chronokinesis did manage to lessen their speed to the point that it wouldn't be lethal.

"That's it! Keep going, Ben!" Blake cheered for the robotic alien.

"Just a little more!" Oobleck said.

 _"Uuurrrgh… Gaaah…"_ Repeated grunts were heard from the Chronosapien over the span of several more seconds. By then, the gang was around half a story's worth of height from the ground when he reached his limit. _"Oooooh that's it…! Can't hold it any longer!"_

As the field dissipated, the Omnitrix began to tick and beep with its red coloration as everyone began to fall once more. As they all landed with dull sounding thuds, Clockwork reverted back into Ben. The first to land were the guys, in which Pyrrha landed in Jaune's arms…while Ruby landed on Ben's back. Ren seemed to had perfectly rolled by, which was unfortunate for Nora as she landed on her rear, as did Yang and Weiss. Oobleck managed to land perfectly with the use of his thermos to act as propulsion, saving Zwei, who was on his pack.

Blake landed completely safe on the tips of her toes without a hint of sound though. As expected of a cat; or rather, a cat Faunus.

"O-ho o-ho..." Ben sobs as he felt his back suddenly get crushed. "R-Ruby… Have you been gaining weight lately?"

"Ow… Well, last night she sneaked in a couple cookies as a sort of "reward" for our efforts during the fight a few days ago." Yang grunted as she rubbed her rear. "A dozen or something I think…"

"Y-Yang!" Ruby blushed in embarrassment as she flailed her arms. "I thought I told you not to mention that!"

"Well, it wasn't only her who noticed you know…" Weiss gave the hole above them a stern look before she patted her bottom. "We all knew."

"W-What…?" The scythe girl turned to her partner in disbelief.

"I saw everything." Blake merely mention as everyone else started to get up.

"But… Bu… Aw forget it…" Ruby sighed as she got off Ben. "Sorry…"

"Not that I actually mind… _Seems all of those calories are starting to go somewhere other than your stomach though…_ " Ben murmured to himself as he glanced at her, before turning away to knead his aching back.

"So… Where are we exactly?" Jaune and Pyrrha also got out of their embrace quickly, which was quite a surprise to some of the others. "Seems like we're underground."

"That's correct, Mr. Arc." Oobleck said as he straightened his hat. "Team RWBY and Mr. Tennyson had presumably already experienced this, but we're now in the underground city of Mountain Glenn; more specifically, the subterranean levels. If I do say so myself, this area is even more dangerous than the girls and I's last err…visit. So, we must be even more careful."

"Right. Luckily there seems to be a pathway that leads into somewhere else. Let's head there first." Blake instructed as she pointed to a collapse trail of rubble.

* * *

 **...**

Following her lead, Oobleck and company began to go along this dimly lit trail. It seemed to be quite dark for this time of the day, so Ben figured that either the collapse managed to spew up a whole bunch of dust, or that the time since they've arrived back in the abandoned city had increased dramatically. Nonetheless, the gang continued their way, tethering with a few Grimm that managed to fall down with them along the way.

After a few more moments, they reached what seemed to be a sort of entrance to one of the underground city's openings. Old pipelines and an archway of brick lead upon them to the interior as bright dust crystals of orange color lit the way.

"The under city… I never thought I would actually see it in person." Ren said with shock in his voice. "It's so vast…"

"Woah… It's sooo big!" Nora stared with excitement in her eyes. "I suppose the Grimm are in for a rude awakening then!"

"I wonder what we'll find here though. I'm curious." Pyrrha blinked. "What do you think, Jaune?"

"…I get the feeling that the Grimm here are more plentiful than compared to the surface." Said blond gulped. "You know, with it being all dark and stuff."

"Alright everyone, let's not waste any more time." Weiss said as she checked her rapier. "Now then… Where do we go from here?"

"Don't suppose there might be an exit sign around here?" Yang asked.

"Probably not." Ben said as he tapped a few buttons on the Omnitrix. "Even with the Omnitrix's sonar systems, it's hard to pin down exactly where we are."

"Well, the White Fang's activities have made it even more dangerous due to the train bomb. Let's find a way out, and quickly." Blake urged

Oobleck smiled though. "Not to worry! Recently I've compiled a noting of the city's schematics. I'll…have to reinforce my memory as we go forward however…"

Immediately as they got off the rocky trail and begun to travel into the edge of the city, Oobleck took note of the things around the area. Mine carts, railings, buildings of all sorts. Even with the Grimm being in this desolate area, it seemed that the people that lived here before hand tried to survive as comfortably as they could.

They walked for a few more seconds, only to learn that the tunnel that these rails were in were buried down to the cave collapsing. Luckily, there was another opening dimly lit by turquoise colored crystals of Dust. Turning to face the entrance way, as Ruby and Weiss stepped in, it was then that Zwei suddenly got the weirdest smell in his nose that reeked of danger.

 _"BARK! (Incoming!)"_ He roared.

Everyone turned back, but because Ben could understand him, he immediately drew Mundvridi and stood in front of the girls as something erupted from the ground. It was a type of Grimm that burrowed into their presence, taking on the appearance of a Creep…however, there seemed to be a few differences.

It took some aspects from an Alpha, with its skull be larger and pointed, its legs looking beefier and its tail having a longer length. However…unlike normal Grimm, this one had a green theme with stripes along its body that glow. All the way along the spine down to the tip of the tail, green crystals protruded out, showing its more abnormal traits. It also exuded a green gas or fog.

As it roared and glowed, Ben took no chances as he straight up shot a few rounds at its exposed body. It went down no problem with a few moans and loud growls, though as it smacked down onto the floor, the crystals all over its body began to glow brightly.

"…!" Backing up quickly, Ben and the others watched as this differently appeared Creep suddenly self-destructed, causing a loud explosion. Everyone else seemed to be shocked as their mouths opened up.

 _"What was THAT thing?!"_ Nearly everyone, except for Ben and Oobleck yelled out.

"It… It seemed be a Creep of some sort. Doctor Oobleck?" Ben asked he turned to said Professor.

"It appeared to be a creature of Grimm yes, but modified... Mutated. This will require further study. It's fascinating...but very, very troubling. Excellent work for discovering that split second self-destruction mechanism, Mr. Tennyson." He explained. "…Let's move on."

Nodding, after getting out of their shock, Ben and company moved on through this narrow passageway to discover another drainage waterway system. After leaping off from a steep edge, they landed into the bottom of the passing.

"So, where are we now?" Yang asked.

"It appears to be an abandoned waterway system; most likely as a form or source of power to power the mine carts and the city…" Oobleck explained as he looked around for another doorway. "Ah, over there. We should be able to reach an exit through these doors... Let's just turn the power back on so we can open them up."

"You sure that won't just make more noise?" Nora wondered.

At the edge of this up hilling way, there was another closed pathway and a button that seemed to be a switch for it. As the rest of Team RWBY-B and JNPR went up, Ruby activated her Semblance and rose to the switch in an instant. As she pressed the dimly lit green button, the pathway opened with little to no noise surprisingly.

"Huh, what's that." Ruby wondered out loud as she stepped pass the archway. Unknown to her, right at the base of the entrance was a thin piano wire that she snapped by stepping through. "Huh?"

 _*Snap!*_

"…What was that noise?" Weiss looked at where Ruby stepped. "Ruby!"

"AH! I didn't know! Wait, what's that beeping?" She then looked next to her, only to see a minecart with a large bomb. It seemed be a little similar looking to what the White Fang used, albeit larger than said bombs. "Uh…"

"Oh dear... That is a bomb. And a very _large_ bomb at that. Who would booby trap this place?! Give me a moment..."

"Hm…" Ben hummed as he took a look at it. "…I can't do anything."

"What do you mean?" Jaune asked as Oobleck took a closer look.

"What Mr. Tennyson means is that it has a motion sensor. Any physical contact would set it off. And it's set to explode in just a measly short 6 or 7 minutes at that…"

"Then what do we do?" Yang asked with slight worry.

"Luckily, it appears that these tracks lead to a deep chasm and an underground river, but with the way this device is rigged, we're going to have to power the cart's engine. Gather as many nearby Dust crystals as you can find! Time is of the essence, but remember to remain calm..."

"Right, no biggy. Just power the cart and—"

Right as Nora was going to say that, she pretty much jinxed the group as the bomb's beeping began to turn its volume up, alerting the whole cave and its denizens. Roars of Grimm could already be heard from the distance as the ginger haired girl grumbled.

"…Right. Forget that. Just hurry!" Oobleck waved his arm. The gesture made everyone nod as they all tried to search for any Dust crystals in the nearby vicinity.

Ben quickly activated the Omnitrix and slapped the core down. This time, he took on the form of a tall, humanoid creature with black skin. He had one green eye in the middle of his head, and two antennae and a tail each featuring a plug on its tip. He had four fingers on each hand with similar plugs on the tip of each finger, with his feet only having two toes. Wearing a white and green jumpsuit, the Omnitrix was placed on his chest.

"Alright, let's have **Feedback** take a look…" He mumbled to himself as everyone stared at him.

They watched as his antennae and tail began to move around like dowsing sticks, and he even started to sniff the air. After getting what everyone thought to be a signal, his eye widened as he pointed in various directions.

"Okay, this place is one of the underground city's mining areas, so there's plenty of Dust crystals laying around. Ren, Nora, you gather some first and rendezvous back with Dr. Oobleck."

"Roger!" Nora saluted as she blasted herself towards one of Feedback's points. "Come on, Ren!"

"Coming…" The teen sighed.

As Ren left, Feedback then turned to Jaune and Pyrrha. "Alright Arkos, there's a gate right up in front. I have a feeling that it's going to block the cart's way, so I need you two to smash it down. Use a _Magnetic Bash_ to get your way through."

"Magnetic Bash?" Weiss questioned.

 _"Arkos?"_ Yang gave the two a suggestive wink.

"It's another move that I developed for Team JNPR's members." Feedback replied. "And Pyrrha… Make sure not to pound him as hard as you did before."

"…That _totally_ sounded like an inn—"

"—AND that brings me to you two; Yang, Blake. Go with Ruby and Weiss to gather some crystals in the other direction over there." Feedback then pointed to the opposite end. "We're going to need some Dust crystals to power the next switch to open the doorway to the chasm as well."

"Right. Come on, Yang." Blake snickered as she started to drag Yang by her arm.

"I still think what you said meant _that_!" She said as her voice echoed.

"Well, time for us to go then." Weiss said as she turned. "Come, Ruby."

"Ah, what're you going to do, Ben?" The red-and-black haired girl asked the Conductoid.

"Well, the Grimm are coming right behind us. Dr. Oobleck can't possibly take on waves of Ursas and King Taijitus by himself, now can he? Now hurry!" He ordered as he turned around to join Oobleck.

"You heard the cyclops, let's go!" Weiss said as she dragged Ruby's arm.

As Feedback watched the girls go off, as he turned around, the Omnitrix began to beep a few times. However, Feedback was too distracted by what was in front of him before he could react to it. What the Omnitrix said then…he couldn't hear.

* * *

 **…**

 _"Bark! Bark!"_ Zwei growled as waves of Grimm started to gather at the back end.

"I see them, my friend." Oobleck smiled as his thermos morphed into his signature torch form.

He watched as several Creeps and Beowolves started to approach near the bomb's location. Noticing the narrow way that was between him and the enemy, he seized this window of opportunity as he then dashed forward and used his torch to propel himself into the air with an explosion. The Beacon professor, in mid-jump, balled his fists on his weapon and prepared to land a strike on the first few enemies in front of him, but a few of them anticipated this and jumped backwards, avoiding the potentially deadly blow. He recovered and looked towards where was the bomb supposed to be held, but instead he found two cases of uprooting patches of land.

"What?!" He said as two more of the previously mutated Creeps appeared. "Oh no!"

 _"I got ya, teach!"_ Feedback yelled as he landed next to the Grimm.

Picking them up by their tails, Feedback let out a small grunt as he threw them at the oncoming crowd after spinning a few times.

"Ah, Mr. Tennyson, good timing! I assume the rest of the students are off gathering Dust crystals then?" Oobleck asked.

"That's right. Say Doctor, I wonder what would happen if I were to use some of these Dust crystals on myself?" Feedback then asked as he took out some crystals he gathered from a nearby depository. "Is it bad?"

"Eh… I've heard of some individuals who've tried to do so. Apparently, it helps to add elemental attributes to one's attacks, but the pain is supposed to be unbearable, as you have to literally either inject the crystals into your body, or do some other kind of action." He explained. "Do you have something in mind?"

"Something like that!" Feedback said as he grabbed a couple of them.

As he took a look at a few crystals; some of them orange, some of them blue, some red, he then proceeded to inject them into the plugs on his fingers. He then also tossed a few in the air and allowed his antennae and tail to begin absorb the energy within these crystalline objects.

"Oh… _Wowzah!_ " The Conductoid's voice rose a few pitch tones as his body began to emit sparks of different colors.

"Well that's new." Oobleck noted as he watched Feedback then extend his palms out. Blasting a beam of fire, the Grimm unfortunate enough to be in the attack's range were burnt to crisps, and the Mutated Creeps were set off and detonated on the spot.

 _"Bark! (That's a SPICY meat-a-ball!)"_ Zwei howled as he smelled the crispy smell of the Grimm.

As Feedback continued to launch blasts of Dust energy, Oobleck watched as more and more Grimm, especially the dangerous kind, started to appear. Turning around, Ren and Nora came around swiftly with a bunch of blue Dust crystals in the latter's hands.

"Think fast, Doctor Oobleck!" The hammer girl grinned as she tossed a few crystals in his direction.

"Ah, nicely timed, students! Let's get this cart moving!" Oobleck nodded as he caught said crystals.

Placing the pockets of energy into the cart's rear, he opened a slot to place them in. As soon as he did so and closed the hatch, as he pressed the power button, it whirred to life and began to slowly track itself along the tracks.

"Good, we're getting the cart going. Ren, Nora, I could use some help here!" Feedback gestured as he blocked the swipe of a Beowolf.

"Roger that." The ninja-like teen responded as he leaped over the cyclopean alien's shoulder, landing on the Beowolf and causing it to fall down. Swirling StormFlower, he stabbed its two blades into its eye sockets and quickly kicked it away.

"Alright, I can finally smash some stuff again!" Nora grinned as she revealed Magnhild to the crowd. "MAKE WAY!"

* * *

 **…**

Feedback and Ren backed to the side as they watched Nora blast herself to the front lines. While Oobleck began to slowly feed the cart more Dust crystals as it ran out of power, the ginger hair girl began to harass the incoming Grimm with waves of grenade blasts.

"Where's everyone else?" Ren asked as he and Feedback began to support her with bullets and blasts of electricity.

"Working on finding some more crystals and making way for the cart!" Feedback yelled.

"We're going to need a steady pace of crystals to maintain the cart's ongoing voyage. Where's the supply?!" Oobleck barked as the pile from Ren and Nora began to run out after a few minutes.

 _"Where're my teammates when I need 'em…?!"_ Feedback grumbled in a frustrated matter he absorbed the remainder of the Dust crystals he had.

This time, he absorbed the properties of green crystals, and as he propelled this energy in the form of a blast at the next incoming wave of Grimm, the sparks of electricity that came as usual were powered by a torrent of wind. Creating a vortex of air and thunder, it blew a good chunk of some Ursa away, shocking them as well as the Grimm that came into contact with the ones behind them.

"Alright! Nora! Ren! _Thunderclap!"_ The Conductoid commanded. The two seemed to understand what his words meant as they got into position.

"Ren!" Nora suddenly shouted out as she performed a wall jump and landed on a Beowolf, gripping its face and slamming it onto the ground, killing it instantly. Still in mid-air, she then blasted herself backwards to Ren, all in one fluid motion.

With a simple gaze at her speeding figure, Ren and Nora grasped each other's hands. As the lotus teen began to spin, Nora shot out a few grenades to add momentum to their swirling as he then released his grip on her, as if performing a Hammer Throw.

With an impressive display, Nora gave one final blast from her grenade launcher and landed right in the middle of the circle of the remaining Grimm as she morphed Magnhild to hammer form. Without the stunned Grimm ever realizing, she mercilessly crashed right through them, either tearing them in half due to the sheer power, or being disintegrated due to the kinetic force. The ginger haired girl then leaped off from some of the cave's pipelines as she turned back. With two arms fully stretched to her sides she grinned as she lifted Magnhild above her head. She took care to get the remainder of the Grimm that she didn't get beforehand as she slammed the face of her hammer slap dark in the middle, sending waves of pink electricity that vaporized the remaining enemies.

"Oh YEAH!" The hammer girl chuckled in satisfaction as she then rolled, landing next to Ren. "That was perfect!"

"See? That's what happens when we actually decide to practice on some of these combo attacks." Ren nodded in approval.

"That was tight!" Feedback grinned as he high-fived Nora. As the three turned around, it was then that Team RWBY returned with a plethora of Dust crystals. "Girls!"

"Think fast, Doc!" Yang quickly threw some crystals at Oobleck, who was about to retort on the actions the blonde did. Nevertheless though, he decided to place them into the cart before complaining. "So, how're we doing?"

"You shouldn't throw live Dust cry…never mind. We have roughly four or so minutes until the cart detonates. Luckily for us, the amount of crystals that you four had gathered will suffice for the remaining distance. Now then, where are Ms. Nikos and Mr. Arc?" Oobleck then looked around.

"Last I checked, those two were over by the other end trying to bust open a gate." Ruby gestured to the end.

"Gate? Ah, very good. Let's proceed to protect this cart for the time being then. We shouldn't have any more problems for now—"

 ***BOOM!***

"What was that?!" Blake and the rest of the girls flinched as an explosion came from the other end, where Jaune and Pyrrha were specifically. "Over by the gate?"

"Did they succeed in busting it open?" Feedback asked as he slapped the Omnitrix dial.

Reverting back to Ben, the seven gazed over towards where Jaune and Pyrrha were supposed to be, only to see zips of yellow and red zooming back as Ben was smacked in the face by both.

"Ow…" The Omnitrix wielder groaned as Jaune rubbed his temple.

"Whew…! Oh, sorry…" He exclaimed as he picked his blade up and helped Ben up. _"Doctor Oobleck? I think we've got a problem."_

"What? What do you mean?" Said professor asked as Weiss helped Pyrrha up. "What was the cause for that explosion just now?"

"We've encountered another…mutated Grimm of sorts." She explained as a loud roar echoed. "Take a look for yourself."

Doing as she said, everyone looked over to where a large gate was busted opened. Out from the ongoing smoke glowed a pair of cyan green eyes, just like the Mutated Creeps from earlier. Though the team could tell that this new Grimm wasn't a Creep, and judging from its eerie howling…

"Ah! Beowolf!" Ruby squeaked. "Mutant Beowolves!"

"Yes, Ms. Rose… We can tell." Oobleck mentioned as a pack of said Grimm revealed themselves with another wave of ear-piercing howls.

These Beowolf variants were massively different to their normal and Alpha brethren: they were significantly larger, wider and more intimidating than normal Beowolves, and appeared far more threatening than Alphas.

Their hulking forms hunched, and they were shown breathing heavily and abnormally for Grimm. Like the Mutated Creeps, green crystals jutted out of their back and arms, and neon green stripes can be found all over their body. Their white skulls were the most armored part of its body, with their eyes blue/green, instead of the usual red/orange.

However, what Ben noticed as compared to the previous mutant variant of Grimm, was that on their forearms and legs there seemed to be traces of machinery. As if these Grimm were attempted to be tested with cybernetic adjustments.

"Great… Cyborg Grimm and mutations on top of that? Give me a break." He sighed as he went for the Omnitrix.

Though…when he then tried to access it this time, as he slapped the core down, instead of being transformed, all that happened was that the bright flash of the Omnitrix showed. Nothing else, except for the hourglass on the core beginning to glow and beep continuously.

"Huh? Hey, what gives Omnitrix?" He asked as he looked down at the device on his wrist.

"Is something wrong, Ben?" Blake glanced at her brother-like figure. "Something up with the Omnitrix?"

"He didn't transform? What gives?" Yang asked as everyone began to take their positions in retaliation to the incoming Mutated Beowolves.

"Omnitrix? Conduct error report; Code 10." Ben uttered.

With a few beeps and turns of the dial, the Omnitrix dial glowed as the AI's voice began to respond to the command.

 _ **"** ** _Omnit_ rix has been reinforced recently with an addition of unknown DNA samples." **_It first said.

"Wait, what?!" Ben, as well as everyone else was taken completely off guard when it said that. "Since when?"

 ** _" **U** nknown DNA samples were acquired roughly 4.5 clicks ago. Five DNA samples acquired by the Voliticus Biopsis are now added to Omnitrix database._** _ **However, due to unforeseen energy fractures, DNA samples have been conformed to a state of restoration until further notice. Please hold."**_

"Sooo…" Yang was about to retort, but Oobleck quickly redirected everyone else's attention as he pointed his thermos at the incoming Grimm.

"Less talking, more fighting, students!" The Doctor barked. "We're almost by the gate!"

"Sheesh, can't we ever get a break here?" Yang rolled her eyes as she armed Ember Celica.

"Don't jinx us please." Ben groaned deeply as he equipped Mundvridi. "Whenever someone says that, something _always_ happens. Believe me when I say that; I can't even recall the amount of times that's happened to me."

"Er… Then…doesn't this count then?" Ruby wondered as she rose an eyebrow.

"…Just fire at the Grimm." Ben sighed as he slapped his face.

* * *

 **…**

With the distractions out of the way, the two teams turned their attention to the pack of Mutant Beowolves, one for each of them. As two of them rushed in on all fours, some of them roared as they slammed their arms onto the ground in a launching position.

"Incoming!" Blake alerted everyone.

Clocking Crescent Rose, Ruby watches for the right moment as the two Mutated Grimm draw close, and then pulls the trigger on her weapon. She screams as she blasts forward, startling everyone near her.

"Ruby?!" Yang shouted in a befuddled tone.

"Son of a…!" Ben growled.

Roaring, the first Mutant Beowolf charged forward toward Ruby. At the top of her rifle's blast, Ruby flips over its head and lands back in onto the rails, sliding around in a circle on her feet until she faces the Beowolf again and propels herself toward it. She sinks the tip of Crescent Rose into its hip, but doesn't get it any further through the Grimm's body.

"UAAH!" The scythe girl growled loudly as she sunk her weapon, only for her expression to turn into a frown. "Wha—"

The Beowolf turns to look at her and Ruby backs up with a gasp. It tries to grab her and lift her off the ground, but before it could do that Ben rushes in and tackles her out of the way, letting him take the blow instead. His entire head was fitting in its fist and his legs were dangling in the air as he attempted to get out. The Grimm uses its other hand to punch him, launching him across the cave into Ruby. Luckily, their Aura protected them against the blow as Ruby grasped her beloved and landed on top of an old stack of carts, easily regaining her footing as she released him.

"You alright?" Ruby quickly asked as Ben growled at the Grimm.

"Yeah… But Ruby, please don't rush off like that again." He then sighed as the Mutant Beowolf rushed at them again. "It's just like when you tried to fight that giant Deathstalker from before."

"I was trying to test its durability!" Ruby insisted with a goofy smile. "But…yeah, sorry."

While the two were busy bickering with one another, the second Grimm came along towards the crowd. This time, Jaune and Pyrrha came out with weapons brandished as they both blocked the swipe of their foe with their shields.

"Oooh that's heavy…!" The blond yelped as it then lifted its arm off. "Pyrrha!"

As it prepared to swipe at the duo with its other arm, Jaune then stood in front of Pyrrha as she activated her Semblance. Propelling him forward, he bashed his shield right in its face. It cried out in annoyance as it stepped back a few times, before growling at its two foes.

"Alright, that wasn't as hard as before." Jaune gave the redhead a thumbs up. "Nice!"

"We're not done yet!" Pyrrha though said otherwise as she activated her Polarity on him again to pull him back. "This time we're going on the offense!"

"Wait, what're—OH HOOOO!"

Picking him up with Polarity once more, Pyrrha pretty much threw the swordsman at the Mutated Grimm as she followed up. The sudden move proved to be surprising at the least as Jaune quickly got over his panic and slammed the butt of Crocea Mors onto the Grimm's skull, causing it to make a slight crater from the magnetically enhanced impact. As he landed, Pyrrha passed by him and kicked the Beowolf up into the air.

"Everyone, fire!" She ordered.

"Shoot 'em up, people!" Yang grinned as she and everyone else morphed their weapons to their gun forms.

Blasting bullets, shells, grenades, and everything else, while the Grimm that was stunned by Pyrrha's kick was about to be annihilated, as Ben and Ruby turned back to face the others, their eyes widened as lines of green crystals began to jitter out from the ground in a wave. While the shots did indeed kill and destroy the first Grimm, as the smoke field that came quickly cleared out it was Ben and Ruby with concerned looks that came out afterwards.

"Rubes? What's up with your face?" Yang asked her sister.

"Incoming wave of crystals! We'll need to blast them all or else they'll get the cart!" Ben barked.

"What?! Students, if even one gets pass you, it'll spell doomsday for us!" Oobleck warned as the Omnitrix wielder turned back.

"W-What do I do then?" Jaune asked timidly as everyone else reloaded their weapons.

"Stick your shield in front of the cart. You should be able to block the remaining strands if there's any that get through." Ben clarified as he finished reloading Mundvridi.

"Here it comes!" Weiss alerted everyone.

"Fire away~!" Nora yelled as everyone began to fire their weapons.

Eating away at the wave of green crystals, they exploded and created a mist of green. While everyone waited for it to clear out, it was then that tentacles of black and green expanded out and grabbed the person in front, which so happened to Ben.

"Huh?" The Omnitrix wielder looked down, only to get yanked back. "Woah!"

"Hang on!" Yang exclaimed as she propelled herself with Ember Celica.

With a quick kinetic blast from her gauntlets, Ben quickly stuck his hands out, allowing the blonde to grab him and try to hold on. They seemed to be quite persistent as the mist then cleared away, revealing one of the Mutated Beowolves to be releasing said tentacles from their palms. The mechanical parts of their bodies seemed to be composed of this wiring as Yang gritted her teeth, her body being just a tad bit weaker. Unfortunately, this meant that she was starting to be pulled away as well.

"Oh, that is just _gross_!" The blonde growled. "Guys?!"

"A bit busy!" Ren quickly yelled out as the other Grimm started to release their own tentacles as well. "Careful, everyone!"

"This is like one of those comics that I read!" Ruby chuckled as she dodged a pair of tentacles that went for her waist. "Hey! Watch it, buster!"

 _'…This is just like chapter 3 of the novel!'_ Blake blinked in a familiar manner, also dodging the waves of attacks as she shook off her thoughts. "Ben, try to get yourself free!"

"Trying…!" Ben growled as he tried to stab the mechanical tentacles with his weapon. Unfortunately, right before he could, the one Grimm pulling him yanked its arms back in a full grab, forcing Yang off as Ben started to fly off.

"Urgh! No!" Her eyes blazing with their infamous red coloration, Yang blasted herself forward, though not to Ben this time, but straight at the pack of Grimm. "Get back here!"

"Yang?!" Ruby exerted with a surprised tone as she watched her half-sister go off.

As Yang reached the Grimm, a few of them attempted to swipe at her face, but she quickly ducked away, blasting herself into the air. After hovering for a few seconds, the Grimm looked up, only to see her yell as she propelled herself downwards, punching the floor and sending a fiery ripple that caused all of the Mutant Beowolves to bounce up into the air, including the one that had Ben in its clutches as it released him.

"Fire, NOW!" Yang ordered.

"You don't…have to tell me twice!" Ben growled as he kicked away the tentacles near him. "Omnitrix? Calibration progress report; Code 10!"

 _ ***Beep!***_

 _ **"** ** _E_ nergy levels have been restored to optimal levels. DNA signatures have been reconstructed and have been added to Playlist Five. Omnitrix is now functioning at normal levels. Shall Omnitrix prepare for usage?"**_

"That'd be great right about now…!" Ben smirked as the Omnitrix's hourglass glowed.

As the core popped out, immediately the image of an alien appeared on its holographic projection. Giving it a quick look, Ben saw the image of what appeared to be a metallic humanoid creature. While the Beowolves were still in the air and everyone was about to blast them to smithereens, Ben decided on his choice and slapped the core down.

Creating a bright flash, as everyone began to fire off, before the Grimm were exterminated by those, a bright orange beam was blasted off that incinerated the Beowolves completely, leaving only their disgusting tentacles writhing on the ground for a few more seconds until they stopped moving.

However, the bullets and other projectiles that Teams RWBY and JNPR did in fact find another target; the gate that was in their way. Luckily, the bomb wasn't that close to the shockwaves and explosions as the clearway was created.

"Wow… What form is that?" Jaune looked in awe as the emerald light died off.

"That's…intriguing." Oobleck simply said as Ben and everyone else looked at this new form.

This alien took on a humanoid figure wearing a large metal containment suit. It resembled an oven given that the 3 grills near the face resembled so. The color of the suit was grey and black, with the color of the grills being red. It had four fingers on each hand, and the Omnitrix dial was located on his chest.

 _"This…is new."_ Ben uttered with a Russian accent. "Huh. Russian accent. Cool."

"What's so unique about this guy?" Nora thought out loud as she gave his suit a few clinks. "A metal suit? What's inside then?"

"Well, whatever was the cause for that beam he fired off, I assume." Ren explained as he pointed at the opening in his suit. "And it was strong enough to completely erase those Grimm."

"Ah… Sorry for turning those Grimm to cinders, Doctor. I assumed that you must've wanted to study them." Ben turned to Oobleck, doing an awkward bow. This suit had no neck after all. "I guessed I blasted too much… **NRG**? Ha, get it Yang?"

"So _energetic_!" Said blonde chuckled.

"Well, the good news is that we're right at the gate." Oobleck brushed it off with a thumbs up. "And besides, I think I have enough study material with these…"

Picking up one of the tentacle strands, he placed it away as he refilled the cart with the last Dust crystal needed to complete the journey. It began to smoothly sail forwards, with Ben and everyone else watching as the cart finally passed through, revealing the room to all.

* * *

 **…**

Entering the last of the rooms that Oobleck identified through his understanding of the underground city of Mountain Glenn, the first thing they noticed was that it actually was true that there was a deep chasm and an underground river.

Before the cart could reach to said chasm, Nora quickly blasted the railing that connected the two ends of the chasm together, allowing the bombed cart to descend down to the river.

"Cover your ears!" Oobleck uttered as he ducked.

As everyone covered their ears, after a few more seconds the mine cart with the bomb finally detonated. Luckily for them, the river down at the bottom of the chasm managed to cover up most of the explosive energy, with just some splashes of water whipping up to the gang.

Lasting for a few more moments, everyone waited for the rumbling of the explosion to cease. They've successfully managed to keep their lives in check, something that Oobleck in particular was happy for as he sighed heavily after everything was over.

"Well... I'm glad everyone was able to keep their cool...and not explode... That would've made for an uncomfortable parent-teacher conference. Still... Who reprogrammed the security network? Who set up that trap? And where in the world did the mutated Grimm come from? Hmm, I have several theories...and none of them are good news." He grumbled as everyone took a breather as well.

"At least we don't have to worry about being blown up." Yang shrugged. "That would have been a _bombing_ moment!"

"…Yang."

"Yuh-huh?" Said blonde turned to Weiss, only for the Schnee to freeze her solid in a comical matter.

" _Cool_ down." She ordered. However, it was then after a few seconds that Ruby and Nora snickered upon her unnoticed mistake. "What?"

"Gosh, Weiss. You didn't even notice the pun you just made?!" Nora snorted, causing her to blush as she grumbled some unintelligible muttering to herself.

"Hah… Well, what that said and done, how about we try to find a way out of here?" Jaune suggested.

"Well, we're in luck." Blake then said as she pointed to the end of the tunnel where Nora busted the rails. "I'm smelling a current of air."

"Really?" Nora sniffed as well. "'Cause I'm not getting anything."

"That's understandable." Ben didn't even bother to soften his words as he activated the Omnitrix.

Slapping the core down, everyone shuttered their eyes for a brief moment as he was replaced with Wildmutt. The Vulpimancer's gills twitched as he began to sniff the ground, and through his unique form of vision, the sighting of footprints managed to become clear to him.

Barking a few times, Blake looked in the direction that he pointed at with his teeth. "What is it, boy?"

" _Ruh. (So, she's fine with that)."_ Zwei gave the cat Faunus a betrayed look as Wildmutt began to guide Blake.

Following the orange alien, it was then after a few minutes of navigating through a series of tunnels that Blake and the others started to form out cracks of light. There seemed to be another closed way into the outside world that the Kingdom of Vale must've barricaded. It was boarded up with metallic and wooden coverings, but over the years as well as recent activity, these barricades had rusted away and were collapsed underneath a wave of rubble, though one could see that if you were to dig through all of that, you'd be set free.

"Sunlight?! Oh my gosh!" Nora gleamed. "Let's get out of here!"

"Good job, Ben." Blake smiled as she gave the Vulpimancer a few pats on the head. Wildmutt seemed to be uttering off a few grumbles as he tapped the Omnitrix bracer on his shoulder, reverting back to human as Oobleck took a look.

"Hm… This _used_ to be a well-fortified barricade meant to prevent any contact from within and outside the underground city. Who could've done something like this?" Oobleck wondered.

Ben and the others wondered this as well, but as the Omnitrix wielder looked around towards the city itself, he noticed that there were some shards of ice, little bits of evidence of what seemed to be a battle. And not so long ago either at that.

That arose a bit of suspicion in his thoughts…as well as some fear, comically of course. The subject of this instantly pictured itself as a familiar saber wielding Schnee…

 _'…Better not to mess with Winter, that's for sure.'_ He chuckled nervously. Weiss sniffled a little as she turned to Ben, wondering if he was thinking of something while Oobleck and the others were busy starting to get rid of the debris blocking the entrance.

* * *

 **…**

"Oh… We're back here again." Jaune muttered as a red leaf descended down in front of him. "Greeeeat…"

"Hello again, Forever Fall!" Nora yelled, drooling all the while. "And hello slurp trees!"

Weiss groaned as she slapped her face. "Ugh… Please don't turn this situation into a tree sapping contest again."

"So, the region ranging from Mountain Glenn seems to extend even out to places like here, huh?" Ben observed as Oobleck checked out his Scroll.

Roughly half an hour later from all of the digging, after excavating their ways out from the blockage that severed their connection from the outside world the teams finally brought themselves to daylight, and to a familiar sighting of falling red; the forest of Forever Fall. The crew hadn't been here since Jaune defeated his first Ursa, though with unaware help from a certain redhead's side.

"Hm… This is most certainly strange." The Professor mumbled to himself, though it certainly seemed to echo in the ears of the students.

"Doctor Oobleck? Is something wrong?" Weiss asked.

The Beacon Professor straightens his tie, before turning to the students while presenting his Scroll. "Well, I have good news, and bad news."

"Hit me." Yang proposed, though not in a literal fashion.

"The good news is that there's a Security Control Center nearby for us to investigate; no doubt its functions being neutralized by Merlot Industries technology." Oobleck first said.

"And the bad news?" Ren then asked.

"Er… Regarding this particular area of Forever Fall, it seems to be…what would be the word…? Ah, yes. Sealed! Separated!" He then rose a finger in recognition.

"Sealed? What do you mean by that?" Jaune looked up and about. "…Seems perfectly normal to me."

"Well, let me try something then." Ben proposed as he activated the Omnitrix.

It only took a few seconds for him to select the form he wanted, and as he pushed down the core, a brief flash replaced the emerald eyed Omnitrix wielder with Big Chill.

"Oh, bug man!" Nora remembered this form.

"Let me see if I can't phase out of here." Big Chill glanced at everyone as he activated his intangibility.

Everyone then watched as the Necrofriggian began to ascend upwards. The bug-like alien was able fly pretty fast, so it didn't take him long to rise up into the air…only to slam his head on an invisible barrier. Ruby couldn't help but snicker a bit as a bit red lump grew on his temple, groaning all the while.

"Son of a… Ow…" The alien grumbled as he reverted back to his physical state. "Alright, intangibility doesn't work…"

"Pffffft…! Look at your head!" Yang tried to contain her laughter, before breaking out into a full cackle.

"Very funny…" Big Chill sighed as he tapped the Omnitrix dial and reverted back to Ben. "So, flying out doesn't work. Can I assume that Merlot Industries is to blame?"

"Most likely." Oobleck quickly responded. "But luckily, we should be able to get out of here if we follow out of the forest."

"Then let's get going. Whatever and whoever is interfering with us knows that we're here probably." Blake suggested. "Doctor Oobleck, are you familiar with this part of Forever Fall?"

"Unfortunately no, Ms. Belladonna." The professor actually admitted. "To my knowledge, no one truly had explored all of Forever Fall's deepest depths. I'm concerned that whoever or whatever cause for this sealed area is the culprit for our endeavors."

"Then let's get going already!" Ruby squeaked as she swung Crescent Rose around. "The faster we get out of here the faster we can catch the culprit!"

"Not to say that there is a culprit, but I suspect that the best route for us to go through is through the forest to find any way of finding more evidence of our accomplice's plans." Ren shrugged.

"Might as well then." Pyrrha agreed. "Let's take a look over there by those stone writings."

"Stone writings?" Oobleck turned to where the redhead pointed.

Beyond where they stood, there were two large stone gates, both of which presented with a strange symbol with an indentation for some kind of key. The symbol itself was rectangular, with half a circle and a triangle together respectively.

Ruby went forward and checked out the opening on the bottom part. "Seems like this is a gate of some sort. Looks like we have to find a key."

"A good observation, Ms. Rose." Oobleck acknowledged as he took a closer look. "Hm… These ruins appear to relate to a lost Kingdom I believe, a primitive one that utilized mechanical means with selected keys, just as you said. There _should_ be such a thing around."

"Then let's look around then." Jaune initiated. "Team JNPR will look around here. Team RWBY, I think there was another pile of ruins over there by the right."

The students got right away into looking for the key needed for these doors. To make things easier, Ben activated the Omnitrix and transformed into Wildmutt. Fortunately, there were antiques laying around everywhere, and they all gave off the same scent. The key itself had to be a different material, so Wildmutt tried going for that instead.

After another moment, the Vulpimancer did find what he was looking for. Inside an old clay pot lying around near a tree, despite the moss growing onto it the key still gave off its metallic smell as he dug for it.

"Find something, Ben?" Blake heard the sound of digging, and turned to see Wildmutt holding a smaller rectangular piece that was the perfect size for the doors.

Wildmutt tapped the Omnitrix dial, reverting to Ben as he approached Dr. Oobleck. The Professor took a moment to examine the artifact, and then gave it an okay.

"Alright, which one should we put in it?" Weiss asked. "These doors seem to accept the same key."

"I'd say right." Ben shrugged.

"Left it is then." Weiss immediately answered back, making the Omnitrix wielder glance at her with a frown. "Whenever we follow you, something bad always happens."

"…Touché." Said brunet groaned as Yang chuckled.

Weiss was given the key by Oobleck, and then walked up to the gate. As she placed it right into the slot, the key clicked right as it got into place. Immediately, the stone gate lowered, revealing the next part of the trail.

"And voila." The Ice Queen nodded. "Let's get moving."

* * *

 **…**

The next trail was that of a long uphill path. After stepping up from a row of stone stairs, the teams ventured up this lone path. The trees above them grew into one another, causing the pathway to become shadowed. Eventually, the path led off to reveal a rather large plain of grass, with a circular stone platform in the middle with a steep totem.

"Hmm… This appears to be a landing site of sorts." Oobleck placed a hand on the totem. "There should've been some kind of device that anchored whatever kind of vehicle came over here."

"…Like this thingy?" Nora pointed over from a pile of debris. "This looks like a vehicle."

"Oh?" Oobleck's gaze went from to the totem to Nora in a split second as he zipped over to the pile she mentioned. "Yes… YES! This is such a thing! Mr. Tennyson, please come here!"

"Uh… Sure." Ben responded as he walked over. "What do you need?"

"This appears to be an ancient vehicle, though the form of it has been consumed by time and the environment. Do you perhaps have a form that is able to excavate this?" He asked.

"Well… Yes. But I suppose you'd like to keep its original form, even as it is… Wait, I have the _perfect_ thing for it." Suddenly, Ben was reminded of something as he dug through his pockets.

Taking out a small device, it resembled a small gun of sorts, though it had a small, constantly rotating cube in its barrel. He first asked everyone to step back a little, before aiming it at the artifact that Oobleck desired. The cube was then launched at it, expanding rapidly and consuming it in its entirety.

"What?!" Oobleck's glasses almost fell off. "Mr. Tennyson, what is that?"

"Eh… A little something that was inspired by an old friend." Ben gave the Professor a small smile.

Everyone then watched as the cube began to shrink, leaving nothing in the area in which it consumed. As Ben then pressed a button on the sidearm, the cube floated back into its barrel, snapping back into place as Ben placed it back into his pouch.

"…You've seriously got to tell me how many different types of technology you have someday." Weiss nudged Ben's head. "That kind of device could sell for millions, you know."

"L-Later on. Let's keep going first." Ben gave the Schnee a half smile as he pushed her hand away.

"…Tell me _all_ about it later though, promise?" Ruby then zipped behind him and whispered into his ear, making him blush a little as he backed up.

"R-Ruby!" Ben squawked.

That earned him a few chuckles from the rest of the gang. However, it was short lived as Oobleck finally got out of his phase and proceeded to lead the teams back on track. Continuing through this single trail for a few more minutes, they eventually encountered a single, massive tree in the middle of what appeared to be a divergence or road map.

"Awwww… Who wants to share a _sappy_ moment with me under the tree?" Yang giggled as she nudged Ben and Ruby. "Get it?"

"Ugh... That was such _acorn-y_ joke…!" Ben rolled his eyes.

"Oh please, _leaf_ us alone, Yang!" Ruby added on, though she seemed to be enjoying this moment as well.

"Oh, dear Monty…" Weiss sighed. "Let's just go…"

"Oh, _tree bark_ Grimm!" Nora suddenly yelled as growls from Grimm were heard.

"What, green Grimm?" Ben joked, only to turn and see a bunch of Mutant Creeps emerging from the ground. "What? Hey, I was joking!"

Pyrrha could only sigh a little as she quickly shot all three Grimm in the eyes, leaving them to blow up away from the team. "Please… Let's just keep going on track, everyone?"

"Oh, speaking of tracks… Look up there." Jaune pointed up as everyone finally reached the top of the hill.

Oobleck didn't like the looks of this as he took out his Scroll again. "Well is indeed concerning... Those mutated Grimm we fought in Mountain Glenn were no fluke. Now we know there are more of them. Let's follow those train tracks uphill and maybe we can find out where they're coming from?"

Blake gave said tracks a hard look, only for her gaze to soften upon completing its identification. Ben noticed her look, and placed a hand on her shoulder.

"Something bothering you?" He asked.

"…No, I was making sure of where the tracks led to. I don't recognize where these originate from, and I've been around places." She answered.

"Then it's even more of a reason to hurry. Onwards, students!" Oobleck ordered.

The two teams continued their trek through the red forest, wandering about at a moderate speed. Oobleck made sure to monitor the amount of Grimm and the signals of the nearby Security Control Center. He didn't want to be drained by his fascination of the history right in front of him.

To pass the time, Ben and the rest of the students discussed various things. However, the main topic that was brought up was about Ben and this supposed technology that originated from out of this world. When he discussed about this information, some of the others rubbed their chins in thought, Weiss in particular.

"Hmm… So, the point is that this technology managed to pass into this world, and whoever created this somehow managed to survive in Remnant for so long?" She asked.

"That pretty much sums it up." Ben nodded. "The question I have is how, and how Merlot Industries managed to scavenge and re purpose this technology."

However, Ben could tell that she was becoming intrigued with this topic, yet increasingly annoyed. The brunet could see it in her eyes, the way she was grumbling. That thought caused a little steam to hiss from her ears, which she failed to acknowledge.

This didn't go unnoticed by Ben and the others. "Weiss, you alright? You seem…angry all of a sudden."

"I am not angry, Ruby." She declared firmly. "I'm more or less annoyed."

"…Well that's even worse." Yang retorted.

Ben cocked a brow; nonetheless, the Omnitrix wielder decided to drop it.

"Okay…" He then paused as he tried to think up another conversation topic. Suddenly, a light-bulb came on in Ben's brain, but as he was about to do so as the team arrived at a steep hill. "Oh, this seems promising."

"Careful guys, you wouldn't want to trip and... Forever Fall... Eh? Amiright?" Yang tried to pun to the umpteenth time, though the only one who replied was Nora, and she only gave a smirky snort at best. "Oh, come on, that was pretty good!"

However, that wasn't the biggest surprise yet!

"Well… I think it's fair to say today's been a bit of an… _uphill_ battle?" Ren actually punned! Though before everyone started to retort to this rare occurrence…

"Focus, students!" Oobleck gave them all a slap from his torch. "We've reached another platform that leads to another tunnel way."

Arriving at the top of the hill, a rather large plain of grass revealed itself as the cliff side next to it gave a nice view of Forever Fall. However, what seemed to be in Oobleck's line of interest was a tunnel, which was barricaded and was loaded to the teeth with Grimm guards. Moreover, they didn't appear to be the typical variation, which only served to annoy Ben as he identified these new assailants.

"Really now…? **Suchos** with cybernetics as well? Sheesh, I really do garner danger wherever I go." Ben chuckled to himself as his shoulders fell.

"Watch out!" Pyrrha pushed Jaune to the floor as one of these newly introduced Grimm propelled forward with the help of thrusters on their backs. She blocked the ram from its large head, leaning back for a few seconds as she pushed the Grimm back to its pack.

Suchos resembled the dinosaur from which their name came from: the Suchomimus. It took on the form of a skeletal crocodile that was bipedal instead of quadrupedal, and possessed thin bone-like armor on all their limbs. Like all Grimm, their skull was covered with markings, though because these were tempered with, Ben noted that these Suchos were much larger in size, were green and had crystals jittering out from their tails, and had engrained on their backs for sudden propelling.

"And you see students… THIS is why you should pay attention in class!" Oobleck lectured as Pyrrha helped Jaune up.

"Here they come again!" Ruby alerted everyone as she readied Crescent Rose.

As everyone else gripped their weapons, the Suchos roared as they all propelled forward. Ruby first lead the counter as she fired off a few sniper rounds from her rifle, though it barely did anything against the tough skulls that the Suchos used to protect themselves. That left it to close combat as Yang and Pyrrha jumped to the front. The blonde caught the head of one of the Suchos while the redhead blocked a shoulder tackle with her shield.

"Sheesh, and I here I thought I was impatient!" Yang growled as struggled a bit, preventing the snapping jaws of the Mutant Sucho in front of her from knabbing her iliac eyed face. "Hey, watch the hair!"

While they kept them busy, Nora and Weiss came up from behind them. Pyrrha kept her Grimm in place by manipulating the metallic properties from their thrusters with Polarity, giving the ginger hair girl plenty of time to skim over to its side and whack it away with a well time slap from Magnhild.

"Pow! Right in the kisser!" She grinned.

With Weiss, as she approached Yang, she repeated the same steps as Nora, only instead of swinging away with her rapier, she stabbed the Grimm right in the eye, making it wail in pain as it back off to grasp its wound. Taking this chance, Yang them gave it a good uppercut, allowing Weiss to quickly conjure up a glyph underneath it, freezing it in ice instantly.

As the next few came over, the rest of the teams baited the Grimm out as Ben went for the Omnitrix. Once he found the hologram that he wanted, he slapped the core down, replacing himself with Upchuck.

"Alright everyone, back up! It's time for me to chow down!" The Gourmand slurped a little as he eyed a few boulders.

As he ordered, the rest of the teams backed up as Upchuck began to consume the surrounding rocks. As he swallowed them, his stomach began to glow with a bright neon color as the Suchos drew at high speeds. Luckily enough though, they weren't prepared for the explosive loogies that the toad-like alien spewed out, and they quickly bit the dust before they could dodge.

"That is still…so…gross!" Weiss cringed with disgust.

While she was continuing her rant, everyone then watched as the Grimm's body began to glow. It was a sign that they were about to explode, so before they could do so, Upchuck in response threw out his four tongues, wrapping them all around the lying carcasses of the Suchos. He then swallowed them up whole, causing his body to swell up due to the sudden ingestion of mass.

Everyone thought that the explosions would end up making Upchuck puke, but it didn't actually, which came as more as a surprise than a shock really. Smoke did escape from his mouth though as he then sat on the ground.

"Uh… Urrmph…! Can someone roll me over to the tunnel entrance?" He asked.

"Oh, I got it!" Ruby quickly answered, speeding along to his back as she began to push him forward like a rolling ball. "Hehe, you're so pudgy!"

"Ha. Ha... Very funny, Ruby." Upchuck grumbled.

It took Ruby only a few moments to roll the Gourmand around 5 meters away from the entrance way. As she gave Upchuck a thumbs up and dashed back, the he finally opened his mouth and released a newly generated loogie, larger than anyone else had seen before as it made quick work of the gate, destroying it entirely and leaving only a small pile of rubble.

However, it was then that as it opened up, the railways were revealed once again, this time seen being over a vast seaside…with a giant cruiser ship closing into a dock bearing a familiar symbol.

"Look, a ship!" Ruby pointed as Upchuck reverted to Ben.

"A shipping port in Forever Fall? Who else knows about this...?" Pyrrha asked, flabbergasted by the sight.

Oobleck reacted similarly, but was more devastated by the symbol on the ship. "Team... This discovery is a bit unexpected and is worse than I feared. That appears to be an _active_ Merlot Industries ship. But… Dr. Merlot hasn't been heard from or seen in ages... I must inform Ozpin at once. I want you to investigate that ship, but please keep a safe distance."

Everyone turned to him, noticing the crude expression on Oobleck's face as he began to dial for Ozpin on his Scroll. Exchanging glances at one another, they all turned to the tunnel way, their eyes aiming right at the loading bay that was filled with metal transport containers.

"Hey… You all thinking of what I'm thinking?" Ruby asked.

"…As much as I hate to say it… Yes." Weiss answered.

"Let's sneak aboard!" Nora yelled as she dragged her team beyond the gate, running down the hill that was seen before the docks.

"…Yay." Ren said with a blank face.

"You can never make that girl nervous, can you?" Yang joked as she, Ruby and Weiss began to walk down. "We'd better join up with her."

Ben nodded, but it was then that Blake noticed a disturbing smirk growing on his face. "Agreed… But if I have to do _one_ thing during this… It's to _talk_ with this Dr. Merlot. He seems to be the right man for the job in answering the questions I have…!"

Blake sweat dropped as began to step away from Ben. "…This is does not inspire confidence in me."

* * *

So, the second chapter of the Grimm Eclipse Arc is complete!

I've liked the concept of adding my own variations to different types of Grimm and the mutated versions of others as well. I felt like during the game they didn't really add enough mutated versions of the Grimm. I mean, there's only like 3 types of mutant Grimm: the Creeps, Beowolves, and the final Deathstalker boss. They also didn't really appear in numbers, so I wanted to add a little more to it.

The ideas that I got for my own Grimm are based on some old games that I used to play. Fossil Fighters proved to be a _major_ idea giver, as you could probably tell from the chapter itself. The Leviathan and Subterras were also inspired by some games that I've played in the past. With RWBY Volume 6 also introducing new Grimm as well, I felt like it was a proper thing to do!

So, I wanted to say that I'll probably be a little busy again. I'll never be dead of course, that's a guarantee, so you can at least expect me to update once in a while, or perhaps I'll even surprise you all with some surprise uploads! Who knows?!

So, that's all I wanted to say. As always, thank you for reading. Please R&R, and please, have a nice day until the day I update this story again! Peace out!


End file.
